Exhibit 4.1




                               INDENTURE OF TRUST





                                 by and between





                        NELNET STUDENT LOAN TRUST 2006-2





                                       and


                           ZIONS FIRST NATIONAL BANK,
                    as Trustee and as Eligible Lender Trustee



                             Dated as of May 1, 2006



<PAGE>

                        NELNET STUDENT LOAN TRUST 2006-2

        Reconciliation and tie between Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") and Indenture of Trust, dated as of May 1, 2006.

          TRUST INDENTURE ACT SECTION                INDENTURE SECTION
Section 310(a)(1)                                           7.23
310(a)(2)                                                   7.23
310(b)                                                      7.23, 7.09
Section 311(a)                                              7.08
311(b)                                                      7.08
Section 312(b)                                              9.16
312(c)                                                      9.16
Section 313(a)                                              4.15
313(b)                                                      4.15
313(c)                                                      4.15, 8.04
Section 314(a)(1)                                           4.15
314(a)(2)                                                   4.15
314(a)(3)                                                   4.15
314(a)(4)                                                   4.16
314(c)                                                      2.02, 5.12
314(d)(1)                                                   5.12
Section 315(b)                                              8.04
Section 317(a)(1)                                           4.17, 6.10
317(a)(2)                                                   7.24
Section 318(a)                                              9.09
318(c)                                                      9.09

--------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

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


<PAGE>

                                    ARTICLE I

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


                                   ARTICLE II
                         NOTE DETAILS AND FORM OF NOTES

Section 2.01.     Note Details................................................31
Section 2.02.     Execution, Authentication and Delivery of Notes.............31
Section 2.03.     Registration, Transfer and Exchange of Notes; Persons
                  Treated as Registered Owners................................32
Section 2.04.     Lost, Stolen, Destroyed and Mutilated Notes.................33
Section 2.05.     Trustee's Authentication Certificate........................34
Section 2.06.     Cancellation and Destruction of Notes by the Trustee........34
Section 2.07.     Temporary Notes.............................................34
Section 2.08.     Issuance of Notes...........................................35
Section 2.09.     Book-Entry Notes............................................35
Section 2.10.     Notices to Clearing Agency..................................36
Section 2.11.     Definitive Notes............................................36
Section 2.12.     Payment of Principal and Interest...........................37
Section 2.13.     Redemption of the Notes.....................................39


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

Section 3.01.     Parity and Priority of Lien.................................39
Section 3.02.     Other Obligations...........................................40
Section 3.03.     Derivative Products; Counterparty Payments; Issuer
                  Derivative Payments.........................................40


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

Section 4.01.     Payment of Principal and Interest...........................41
Section 4.02.     Covenants as to Additional Conveyances......................41
Section 4.03.     Further Covenants of the Issuer.............................41
Section 4.04.     Enforcement of Master Servicing Agreement and
                  Subservicing Agreements.....................................42
Section 4.05.     Procedures for Transfer of Funds............................43
Section 4.06.     Additional Covenants with Respect to the Higher
                  Education Act...............................................44
Section 4.07.     Financed Eligible Loans; Collections Thereof;
                  Assignment Thereof..........................................45
Section 4.08.     Appointment of Agents, Direction to Trustee, Etc............45
Section 4.09.     Capacity to Sue.............................................46
Section 4.10.     Continued Existence; Successor to Issuer....................46
Section 4.11.     Amendment of Student Loan Purchase Agreements...............46
Section 4.12.     Representations; Negative Covenants.........................46
Section 4.13.     Additional Covenants........................................52
Section 4.14.     Providing of Notice.........................................53
Section 4.15.     Certain Reports.............................................53
Section 4.16.     Statement as to Compliance..................................54



<PAGE>

Section 4.17.     Representations of the Issuer Regarding the Trustee's
                  Security Interest...........................................54
Section 4.18.     Further Covenants of the Issuer Regarding the Trustee's
                  Security Interest...........................................55
Section 4.19.     Borrower Incentive Programs.................................56
Section 4.20.     Statements to Noteholders...................................56


                                    ARTICLE V
                                      FUNDS

Section 5.01.     Creation and Continuation of Funds and Accounts.............56
Section 5.02.     Acquisition Fund............................................57
Section 5.03.     Capitalized Interest Fund...................................59
Section 5.04.     Collection Fund.............................................59
Section 5.05.     Reserve Fund................................................64
Section 5.06.     Remarketing Fee Fund........................................65
Section 5.07.     Supplemental Interest Fund..................................66
Section 5.08.     Accumulation Fund...........................................66
Section 5.09.     Currency Fund...............................................67
Section 5.10.     Collateral Fund.............................................68
Section 5.11.     Investment of Funds Held by Trustee.........................68
Section 5.12.     Release.....................................................69


                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default Defined...................................70
Section 6.02.     Remedy on Default; Possession of Trust Estate...............71
Section 6.03.     Remedies on Default; Advice of Counsel......................73
Section 6.04.     Remedies on Default; Sale of Trust Estate...................73
Section 6.05.     Appointment of Receiver.....................................74
Section 6.06.     Restoration of Position.....................................74
Section 6.07.     Application of Sale Proceeds................................74
Section 6.08.     Acceleration of Maturity; Rescission and Annulment..........75
Section 6.09.     Remedies Not Exclusive......................................75
Section 6.10.     Collection of Indebtedness and Suits for Enforcement
                  by Trustee..................................................76
Section 6.11.     Direction of Trustee........................................76
Section 6.12.     Right to Enforce in Trustee.................................77
Section 6.13.     Physical Possession of Obligations Not Required.............77
Section 6.14.     Waivers of Events of Default................................77


                                   ARTICLE VII
                                   THE TRUSTEE

Section 7.01.     Acceptance of Trust.........................................78
Section 7.02.     Recitals of Others..........................................78
Section 7.03.     As to Filing of Indenture...................................79
Section 7.04.     Trustee May Act Through Agents..............................79
Section 7.05.     Indemnification of Trustee..................................79
Section 7.06.     Trustee's Right to Reliance.................................80
Section 7.07.     Compensation of Trustee.....................................81


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Section 7.08.     Creditor Relationships......................................81
Section 7.09.     Resignation of Trustee......................................81
Section 7.10.     Removal of Trustee..........................................82
Section 7.11.     Successor Trustee...........................................82
Section 7.12.     Manner of Vesting Title in Trustee..........................83
Section 7.13.     Additional Covenants by the Trustee to Conform to the
                  Higher Education Act........................................83
Section 7.14.     Right of Inspection.........................................83
Section 7.15.     Limitation with Respect to Examination of Reports...........84
Section 7.16.     Servicing Agreements........................................84
Section 7.17.     Additional Covenants of Trustee.............................84
Section 7.18.     Notices to Rating Agencies..................................84
Section 7.19.     Merger of the Trustee.......................................85
Section 7.20.     Receipt of Funds from Master Servicer or a Subservicer......85
Section 7.21.     Special Circumstances Leading to Resignation of Trustee.....85
Section 7.22.     Survival of Trustee's Rights to Receive Compensation,
                  Reimbursement and Indemnification...........................85
Section 7.23.     Corporate Trustee Required; Eligibility;
                  Conflicting Interests.......................................85
Section 7.24.     Trustee May File Proofs of Claim............................86
Section 7.25.     No Petition.................................................87


                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Not Requiring Consent of
                  Registered Owners...........................................87
Section 8.02.     Supplemental Indentures Requiring Consent of
                  Registered Owners...........................................88
Section 8.03.     Additional Limitation on Modification of Indenture..........89
Section 8.04.     Notice of Defaults..........................................89
Section 8.05.     Conformity with the Trust Indenture Act.....................89
Section 8.06.     Consent of Currency Swap Providers..........................89


                                   ARTICLE IX
                               GENERAL PROVISIONS

Section 9.01.     Notices.....................................................90
Section 9.02.     Covenants Bind Issuer.......................................91
Section 9.03.     Lien Created................................................91
Section 9.04.     Severability of Lien........................................92
Section 9.05.     Consent of Registered Owners Binds Successors...............92
Section 9.06.     Nonliability of Persons; No General Obligation..............92
Section 9.07.     Nonpresentment of Notes or Interest Checks..................92
Section 9.08.     Security Agreement..........................................92
Section 9.09.     Laws Governing..............................................92
Section 9.10.     Severability................................................93
Section 9.11.     Exhibits....................................................93
Section 9.12.     Non-Business Days...........................................93
Section 9.13.     Parties Interested Herein...................................93
Section 9.14.     Obligations Are Limited Obligations.........................93

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<PAGE>

Section 9.15.     Limitations on Counterparty Rights..........................93
Section 9.16.     Disclosure of Names and Addresses of Registered Owners......93
Section 9.17.     Aggregate Principal Amount of Obligations...................94
Section 9.18.     Financed Eligible Loans.....................................94
Section 9.19.     Concerning the Delaware Trustee.............................94
Section 9.20.     Subordination of Currency Swap Counterparties...............94
Section 9.21.     Force Majeure...............................................95


                                    ARTICLE X
         PAYMENT AND CANCELLATION OF NOTES AND SATISFACTION OF INDENTURE

Section 10.01.    Trust Irrevocable...........................................95
Section 10.02.    Satisfaction of Indenture...................................95
Section 10.03.    Optional Purchase of All Financed Eligible Loans............97
Section 10.04.    Auction of Financed Eligible Loans..........................97
Section 10.05.    Cancellation of Paid Notes..................................98


APPENDIX A CERTAIN TERMS AND PROVISIONS OF THE RESET RATE NOTES.................


EXHIBIT A ELIGIBLE LOAN ACQUISITION CERTIFICATE.................................


EXHIBIT B-1 FORM OF CLASS A-1 NOTE..............................................


EXHIBIT B-2 FORM OF CLASS A-2 NOTE..............................................


EXHIBIT B-3 FORM OF CLASS A-3 NOTE..............................................


EXHIBIT B-4 FORM OF CLASS A-4 NOTE..............................................


EXHIBIT B-5 FORM OF CLASS A-5 NOTE..............................................


EXHIBIT B-6 FORM OF CLASS A-6 NOTE..............................................


EXHIBIT B-7 FORM OF CLASS A-7 NOTE..............................................

EXHIBIT B-8 FORM OF CLASS B NOTE................................................


EXHIBIT C FORM OF ADMINISTRATOR'S MONTHLY SERVICING PAYMENT DATE CERTIFICATE....


EXHIBIT D FORM OF ADMINISTRATOR'S QUARTERLY DISTRIBUTION DATE CERTIFICATE.......


EXHIBIT E QUARTERLY REPORT TO REGISTERED OWNERS.................................


                                       iv
<PAGE>


                               INDENTURE OF TRUST


        THIS INDENTURE OF TRUST, dated as of May 1, 2006 (this "Indenture"), is
by and between NELNET STUDENT LOAN TRUST 2006-2 (the "Issuer"), a statutory
trust duly organized and existing under the laws of the State of Delaware (the
"State"), and ZIONS FIRST NATIONAL BANK, a national banking association duly
organized and operating under the laws of the United States of America, as
trustee hereunder (together with its successors, the "Trustee") and as eligible
lender trustee (together with its successors, the "Eligible Lender Trustee")
under the Eligible Lender Trust Agreement (all capitalized terms used in these
preambles, recitals and granting clauses shall have the same meanings assigned
thereto in Article I hereof);

                              W I T N E S S E T H :

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

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

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

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

        NOW, THEREFORE, the Issuer, and as applicable the Eligible Lender
Trustee, in consideration of the premises and acceptance by the Trustee of the
trusts herein created, of the purchase and acceptance of the Notes by the
Registered Owners thereof, of the execution and delivery of any Derivative
Product by a Counterparty and the Issuer and the acknowledgement thereof by the
Trustee, of the acknowledgement by the Trustee of the Granting Clauses set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, do hereby GRANT, CONVEY, PLEDGE,
TRANSFER, ASSIGN AND DELIVER to the Trustee, for the benefit of the Registered
Owners of the Notes and, subject to Section 9.20 hereof, any Counterparty (to
secure the payment of any and all amounts which may from time to time become due
and owing to a Counterparty pursuant to any Derivative Product), all of the
moneys, rights and properties described in the granting clauses A through F
below (the "Trust Estate"), as follows:


<PAGE>

                                GRANTING CLAUSE A

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

                                GRANTING CLAUSE B

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

                                GRANTING CLAUSE C

        The Financed Eligible Loans (other than Financed Eligible Loans released
from the lien of the Trust Estate as provided herein) and all obligations of the
obligors thereunder including all moneys accrued and paid thereunder on or after
the Cutoff Date;

                                GRANTING CLAUSE D

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

                                GRANTING CLAUSE E

        The rights of the Issuer in and to any Derivative Product (including the
Initial Currency Swap Agreement); provided, however, that this Granting Clause E
shall not be for the benefit of a Counterparty with respect to its Derivative
Product; and

                                GRANTING CLAUSE F

        All proceeds from any property described in these Granting Clauses and
any and all other property, rights and interests of every kind or description
that from time to time hereafter is granted, conveyed, pledged, transferred,
assigned or delivered to the Trustee as additional security hereunder.

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

        IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for
the equal and proportionate benefit and security of all present and future
Registered Owners of the Notes, without preference of any Note over any other,
except as provided herein, and for enforcement of the payment of the Notes in
accordance with their terms, and all other sums payable hereunder (including,
subject to Section 9.20 hereof, payments due and payable to any Counterparty) or
on the Notes, and for the performance of and compliance with the obligations,
covenants and conditions of this Indenture, as if all the Notes and other
Obligations (as defined herein) at any time Outstanding had been executed and
delivered simultaneously with the execution and delivery of this Indenture;

                                       2
<PAGE>

        PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of the Notes and the
interest due and to become due thereon, or provide fully for payment thereof as
herein provided, at the times and in the manner mentioned in the Notes according
to the true intent and meaning thereof, and shall make all required payments
into the Funds as required under Article V hereof, or shall provide, as
permitted hereby, for the payment thereof by depositing with the Trustee sums
sufficient to pay or to provide for payment of the entire amount due and to
become so due as herein provided (including payments due and payable to any
Counterparty), then this Indenture (other than Sections 4.12, 4.13 (in the case
of Section 4.13, only for a period of 90 days after the Issuer has paid or
provided for the payments of the amounts described herein) and 7.05 hereof) and
the rights hereby granted shall cease, terminate and be void; otherwise, this
Indenture shall be and remain in full force and effect;

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

ARTICLE I

                         DEFINITIONS AND USE OF PHRASES

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

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

        "ACCUMULATION ACCOUNT" shall mean an Account established within the
Accumulation Fund for a Class of the Reset Rate Notes and further described in
Section 5.08 hereof, including any Subaccounts created therein.

        "ACCUMULATION FUND" shall mean the Fund by that name created in Section
5.01(g) hereof and further described in Section 5.08 hereof, including any
Accounts and Subaccounts created therein.

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

        "ADJUSTED POOL BALANCE" shall mean, for any Quarterly Distribution Date
as determined by the Administrator, (a) if the Pool Balance as of the last day
of the related Collection Period is greater than 40% of the Initial Pool
Balance, the sum of such Pool Balance and the Specified Reserve Fund Balance for
that Quarterly Distribution Date; or (b) if the Pool Balance as of the last day
of the related Collection Period is less than or equal to 40% of the Initial
Pool Balance, that Pool Balance.

                                       3
<PAGE>

        "ADMINISTRATION AGREEMENT" shall mean the Administration Agreement,
dated as of May 1, 2006, among the Issuer, the Administrator, the Trustee and
the Delaware Trustee, as supplemented and amended.

        "ADMINISTRATION FEE" shall mean an amount equal to 0.18% per annum,
based on the aggregate principal amount of the Pool Balance at any time, as
determined by the Administrator; provided, however, that if (a) on and after the
Stepdown Date, a Trigger Event is in effect or (b) the spread between the
quarterly average of Three-Month LIBOR and the quarterly average of Commercial
Paper Rate, each for the preceding quarter, is 0.25% or greater, the
Administration Fee shall be reduced to an amount equal to 0.05% per annum, based
on the aggregate principal amount of the Pool Balance at any time, as determined
by the Administrator.

        "ADMINISTRATOR" shall mean National Education Loan Network, Inc. in its
capacity as administrator of the Issuer and the Financed Eligible Loans, or any
successor thereto in accordance with the Administration Agreement.

        "ADMINISTRATOR'S QUARTERLY DISTRIBUTION DATE CERTIFICATE" shall have the
meaning set forth in Section 4.15(c) hereof.

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

        "AUTHORIZED DENOMINATIONS" shall have the meaning specified in Section
2.02 hereof.

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

        "AVAILABLE FUNDS" shall mean, with respect to a Quarterly Distribution
Date or any related Monthly Servicing Payment Date, the sum of the following
amounts received to the extent not previously distributed: (a) all collections
received by the Master Servicer or any Subservicer on the Financed Eligible
Loans (including late fees received by the Master Servicer or any Subservicer
with respect to the Financed Eligible Loans and payments from any Guaranty
Agency received with respect to the Financed Eligible Loans but net of (i) any
collections in respect of principal on the Financed Eligible Loans applied by
the Issuer to repurchase guaranteed loans from the Guaranty Agencies or the
Master Servicer or any Subservicer in accordance with its Guarantee Agreement,
the Master Servicing Agreement or the related Subservicing Agreement, as
applicable; (ii) amounts required by the Higher Education Act to be paid to the
Department (including, but not limited to, rebate fees owed with respect to
consolidation loans) or to be repaid to borrowers (whether or not in the form of
a principal reduction of the applicable Financed Eligible Loan), with respect to
the Financed Eligible Loans; and (iii) any proceeds used to purchase Eligible
Loans which constitute "add-on consolidation loans" to the extent funds are not
available therefore in the Prefunding Account of the Acquisition Fund); (b) any


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<PAGE>

Interest Benefit Payments and Special Allowance Payments received by the Trustee
or the Eligible Lender Trustee with respect to Financed Eligible Loans; (c) all
Liquidation Proceeds from any Financed Eligible Loans which became Liquidated
Financed Eligible Loans in accordance with the related Master Servicer or
Subservicer's customary servicing procedures, and all other moneys collected
with respect to any Liquidated Financed Eligible Loan which was written off, net
of the sum of any amounts expended by the Master Servicer or related Subservicer
in connection with such liquidation and any amounts required by law to be
remitted to the obligor on such Liquidated Financed Eligible Loan; (d) the
aggregate Purchase Amounts received for Financed Eligible Loans repurchased by
the Seller or purchased by the Master Servicer or a Subservicer or for serial
loans sold to another eligible lender pursuant to the Master Servicing Agreement
or the related Subservicing Agreement; (e) the aggregate amounts, if any,
received from the Seller, the Master Servicer or any Subservicer, as the case
may be, as reimbursement of non-guaranteed interest amounts, or lost Interest
Benefit Payments and Special Allowance Payments, with respect to the Financed
Eligible Loans pursuant to a Student Loan Purchase Agreement, the Master
Servicing Agreement or a Subservicing Agreement, respectively; (f) other amounts
received by the Master Servicer or a Subservicer pursuant to its role as Master
Servicer or Subservicer under the Master Servicing Agreement or the related
Subservicing Agreement, respectively, and payable to the Issuer in connection
therewith; (g) all interest earned or gain realized from the investment of
amounts in any Fund or Account (other than the Collateral Fund); (h) any
payments received under the Derivative Products from the Counterparties in
respect of such Quarterly Distribution Date and (i) any other amounts deposited
to the Collection Fund. "Available Funds" shall be determined pursuant to the
terms of this definition by the Administrator and reported to the Trustee.
Amounts described in clause (a)(i), (ii) and (iii) hereof shall be paid by the
Trustee upon receipt of a written direction from the Administrator. The Trustee
may conclusively rely on such determinations without further duty to review or
examine such information.

        "BASIC DOCUMENTS" shall mean the Trust Agreement, this Indenture, the
Master Servicing Agreement, any Subservicing Agreement, the Administration
Agreement, the Student Loan Purchase Agreements, the Custodian Agreements, the
Guarantee Agreements, the Eligible Lender Trust Agreement, the Derivative
Products (including the Initial Currency Swap Agreement), the Disclosure
Agreement, the Note Depository Agreements, the Remarketing Agreement and other
documents and certificates delivered in connection with any thereof.

        "BENEFIT PLAN" shall mean (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, (ii) a plan described in Section 4975(e)(1) of the Code, whether or not
subject to Section 4975 of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity.

        "BOOK-ENTRY NOTE" shall mean a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.09 hereof.

        "BROKER" shall mean a broker, which may be an Affiliate of the
Administrator, that is engaged in the business of procuring or writing
derivative instruments.

                                       5
<PAGE>

        "BUSINESS DAY" shall mean (a) with respect to calculating LIBOR of a
specified maturity or GBP-LIBOR of a specified maturity, any day on which banks
in New York, New York and London, England are open for the transaction of
international business; (b) with respect to calculating EURIBOR of a specified
maturity, any day on which TARGET, and banks in New York, New York and London,
England, are open for the transaction of international business; and (c) for all
other purposes, any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or in the city in
which the principal office of the Trustee is located are authorized or permitted
by law, regulation or executive order to remain closed.

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

        "CARRYOVER SERVICING FEES" shall have the meaning assigned to such term
in the Master Servicing Agreement.

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

        "CLASS" shall mean, as appropriate, the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class
A-6 Notes, the Class A-7 Notes or the Class B Notes.

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

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

        "CLASS A NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for any
Quarterly Distribution Date for any Class of the Class A Notes, the Class A-1
Noteholders' Interest Distribution Amount, the Class A-2 Noteholders' Interest
Distribution Amount, the Class A-3 Noteholders' Interest Distribution Amount,
the Class A-4 Noteholders' Interest Distribution Amount, the Class A-5
Noteholders' Interest Distribution Amount, the Class A-6 Noteholders' Interest
Distribution Amount or the Class A-7 Noteholders' Interest Distribution Amount,
as applicable, in each case to the extent payable on such Quarterly Distribution
Date.

        "CLASS A NOTES" shall mean, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the
Class A-6 Notes and the Class A-7 Notes secured on a senior priority to the
Class B Obligations.

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

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

                                       6
<PAGE>

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

        "CLASS A-1 MATURITY DATE" shall mean the October 2014 Quarterly
Distribution Date.

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

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

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

        "CLASS A-1 NOTES" shall mean the $149,000,000 Student Loan Asset-Backed
Notes, Senior Class A-1 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-1 hereto.

        "CLASS A-1 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, minus
0.03%, as determined by the Administrator. For the first Interest Accrual
Period, the Class A-1 Rate shall be determined by reference to the following
formula:

        x + [6/33* (y-x)] minus 0.03%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLASS A-2 MATURITY DATE" shall mean the April 2020 Quarterly
Distribution Date.

                                       7
<PAGE>

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

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

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

        "CLASS A-2 Notes" shall mean the $352,000,000 Student Loan Asset-Backed
Notes, Senior Class A-2 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-2 hereto.

        "CLASS A-2 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, minus
0.01%, as determined by the Administrator. For the first Interest Accrual
Period, the Class A-2 Rate shall be determined by reference to the following
formula:

        x + [6/33* (y-x)] minus 0.01%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLASS A-3 MATURITY DATE" shall mean the July 2022 Quarterly
Distribution Date.

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

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

                                       8
<PAGE>

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

        "CLASS A-3 NOTES" shall mean $191,000,000 Student Loan Asset-Backed
Notes, Senior Class A-3 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-3 hereto.

        "CLASS A-3 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 0.04%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-3 Rate shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.04%, as determined by the Administrator.
        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLASS A-4 MATURITY DATE" shall mean the October 2026 Quarterly
Distribution Date.

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

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

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

                                       9
<PAGE>

        "CLASS A-4 NOTES" shall mean $386,500,000 Student Loan Asset-Backed
Notes, Senior Class A-4 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-4 hereto.

        "CLASS A-4 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 0.08%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-4 Rate shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.08%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLASS A-5 MATURITY DATE" shall mean the January 2030 Quarterly
Distribution Date.

        "CLASS A-5 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-5
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-5 Noteholders on such preceding Quarterly Distribution Date, plus
interest on the amount of such excess interest due to the Class A-5 Noteholders,
to the extent permitted by law, at the interest rate borne by the Class A-5
Notes from such immediately preceding Quarterly Distribution Date to the current
Quarterly Distribution Date, as determined by the Administrator.

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

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

        "CLASS A-5 NOTES" shall mean $345,000,000 Student Loan Asset-Backed
Notes, Senior Class A-5 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-5 hereto.

        "CLASS A-5 RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 0.10%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class A-5 Rate shall be determined by reference to the following formula:

                                       10
<PAGE>

        x + [6/33* (y-x)] plus 0.10%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLASS A-6 ACCUMULATION ACCOUNT" shall mean the Account by that name
created by Section 5.01(g) hereof within the Accumulation Fund and further
described in Section 5.08 hereof, including any Subaccounts created therein.

        "CLASS A-6 MATURITY DATE" shall mean the April 2031 Quarterly
Distribution Date.

        "CLASS A-6 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-6
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-6 Noteholders or any related Currency Swap Counterparty, as applicable,
on such preceding Quarterly Distribution Date, plus interest on the amount of
such excess interest due to the Class A-6 Noteholders, to the extent permitted
by law, at the interest rate borne by the Class A-6 Notes from such immediately
preceding Quarterly Distribution Date to the current Quarterly Distribution
Date, as determined by the Administrator.

        "CLASS A-6 NOTEHOLDER" shall mean the Person in whose name a Class A-6
Note is registered in the Note registration books maintained by the Trustee or
the London Paying Agent, as agent of the Trustee.

        "CLASS A-6 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, with
respect to any Quarterly Distribution Date, the sum of (a) the amount of
interest accrued at the Class A-6 Rate for the related Interest Accrual Period
on the Outstanding Amount of the Class A-6 Notes immediately prior to such
Quarterly Distribution Date; and (b) the Class A-6 Note Interest Shortfall for
such Quarterly Distribution Date, as based on the appropriate Day Count Basis
and rounding the resultant figure to the appropriate decimal place, as
determined by the Administrator.

        "CLASS A-6 NOTES" shall mean the $115,000,000 Student Loan Asset-Backed
Notes, Senior Class A-6 issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-6 hereto.

        "CLASS A-6 RATE" shall have the meaning ascribed to such term in
Appendix A hereto.

        "CLASS A-7 ACCUMULATION ACCOUNT" shall mean the Account by that name
created by Section 5.01(g) hereof within the Accumulation Fund and further
described in Section 5.08 hereof, including any Subaccounts created therein.

        "CLASS A-7 MATURITY DATE" shall mean the January 2037 Quarterly
Distribution Date.

                                       11
<PAGE>

        "CLASS A-7 NOTE INTEREST SHORTFALL" shall mean, with respect to any
Quarterly Distribution Date, the excess, if any, of (a) the Class A-7
Noteholders' Interest Distribution Amount on the immediately preceding Quarterly
Distribution Date over (b) the amount of interest actually distributed to the
Class A-7 Noteholders or any related Currency Swap Counterparty, as applicable,
on such preceding Quarterly Distribution Date, plus interest on the amount of
such excess interest due to the Class A-7 Noteholders, to the extent permitted
by law, at the interest rate borne by the Class A-7 Notes from such immediately
preceding Quarterly Distribution Date to the current Quarterly Distribution
Date, as determined by the Administrator.

        "CLASS A-7 NOTEHOLDER" shall mean the Person in whose name a Class A-7
Note is registered in the Note registration books maintained by the Trustee or
the London Paying Agent, as agent of the Trustee.

        "CLASS A-7 NOTEHOLDERS' INTEREST DISTRIBUTION AMOUNT" shall mean, for
each Quarterly Distribution Date, the sum of (a) the amount of interest accrued
at the Class A-7 Rate for the related Interest Accrual Period on the Outstanding
Amount of the Class A-7 Notes immediately prior to such Quarterly Distribution
Date; and (b) the Class A-7 Note Interest Shortfall for such Quarterly
Distribution Date, as based on the appropriate Day Count Basis and rounding the
resultant figure to the appropriate decimal place, as determined by the
Administrator.

        "CLASS A-7 NOTES" shall mean the (euro)352,665,000 Student Loan
Asset-Backed Notes, Senior Class A-7 issued by the Issuer pursuant to this
Indenture, substantially in the form of Exhibit B-7 hereto.

        "CLASS A-7 RATE" shall have the meaning ascribed to such term in
Appendix A hereto.

        "CLASS B MATURITY DATE" shall mean the January 2038 Quarterly
Distribution Date.

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

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

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

                                       12
<PAGE>

        "CLASS B NOTES" shall mean the $61,500,000 Student Loan Asset-Backed
Notes, Subordinate Class B issued by the Issuer pursuant to this Indenture,
substantially in the form of Exhibit B-8 hereto.

        "CLASS B OBLIGATIONS" shall mean Class B Notes.

        "CLASS B PERCENTAGE" shall mean, with respect to any Quarterly
Distribution Date, (a) prior to the Stepdown Date or with respect to any
Quarterly Distribution Date on which a Trigger Event is in effect, zero; or (b)
on and after the Stepdown Date and provided that no Trigger Event is in effect,
a fraction expressed as a percentage, the numerator of which is the aggregate
Outstanding Amount of the Class B Notes and the denominator of which is the
aggregate Outstanding Amount of all Notes, less any amounts on deposit in any
Accumulation Account (other than investment earnings), in each case determined
on the Determination Date by the Administrator for that Quarterly Distribution
Date.

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

        "CLASS B RATE" shall mean, for any Interest Accrual Period, other than
the first Interest Accrual Period, the applicable Three-Month LIBOR, plus 0.20%,
as determined by the Administrator. For the first Interest Accrual Period, the
Class B Rate shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.20%, as determined by the Administrator.

        where:
        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

        "CLEARING AGENCY" shall mean DTC, Euroclear or Clearstream, as
applicable, or another organization registered as a "clearing agency" pursuant
to applicable law. The initial Clearing Agency for the Notes, other than the
Reset Rate Notes, shall be DTC and the nominee for such Clearing Agency shall be
"Cede & Co." The initial Clearing Agencies for the Reset Rate Notes (a) for any
Reset Period (including the initial Reset Period) when it is denominated in a
currency other than U.S. Dollars shall be Euroclear and Clearstream registered
into the name of "HSBC Issuer Services Common Depositary Nominee (UK) Limited"
being the nominee name for HSBC Bank plc, as Common Depositary, and (b) for any
Reset Period when it is denominated in U.S. Dollars shall be DTC and the initial
nominee for such Clearing Agency shall be "Cede & Co."

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

        "CLEARSTREAM" shall mean Clearstream Banking, societe anonyme,
Luxembourg.

                                       13
<PAGE>

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

        "COLLATERAL FUND" shall mean the Fund by that name created in Section
5.01(i) hereof and further described in Section 5.10 hereof, including any
Accounts and Subaccounts created therein.

        "COLLECTION FUND" shall mean the Fund by that name created in Section
5.01(c) hereof and further described in Section 5.04 hereof.

        "COLLECTION PERIOD" shall mean, with respect to the first Quarterly
Distribution Date, the period beginning on May 1, 2006 and ending on September
30, 2006, and with respect to each subsequent Quarterly Distribution Date, the
Collection Period shall mean the three calendar months immediately following the
end of the previous Collection Period, beginning October 1, 2006.

        "COMMISSION" shall mean the Securities and Exchange Commission.

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

        "COSTS OF ISSUANCE ACCOUNT" shall mean the Account by that name created
in Section 5.01(a) hereof within the Acquisition Fund and further described in
Section 5.02 hereof, including any Subaccounts created therein.

        "COUNTERPARTY" shall mean the counterparties to any Derivative Product
entered into pursuant to Section 3.03 hereof, including any Currency Swap
Counterparty.

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

        "CURRENCY ACCOUNT" shall mean an Account established within the Currency
Fund for the Reset Rate Notes and further described in Section 5.09 hereof,
including any Subaccounts created therein.

        "CURRENCY FUND" shall mean the Fund by that name created in Section
5.01(h) hereof and further described in Section 5.09 hereof, including any
Accounts and Subaccounts created therein.

        "CUSTODIAN" shall mean the DTC Custodian and/or the Non-U.S. Note
Certificate Common Depositary, which have the meanings specified in Section 2.02
hereof.

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

                                       14
<PAGE>

        "CUTOFF DATE" shall mean (i) with respect to the initial pool of
Financed Eligible Loans, April 30, 2006; and (ii) with respect to subsequently
acquired Eligible Loans, the date on which such loans are transferred to the
Issuer.

        "DATE OF ISSUANCE" shall mean May 18, 2006.

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

        "DELAWARE TRUSTEE FEE" shall mean (a) the Delaware Trustee's initial
setup fee plus the initial $2,500 annual fee and (b) an annual fee equal to
$2,500, payable on each April Quarterly Distribution Date, beginning on the
April 2007 Quarterly Distribution Date.

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

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

        "DERIVATIVE PRODUCT" shall mean the Initial Currency Swap Agreement and
any Derivative Product entered into subsequent to the Date of Issuance subject
to the provisions of Section 3.03 hereof, including any Currency Swap Agreement
and/or Interest Rate Swap Agreement.

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

        "DETERMINATION DATE" shall mean, with respect to any Quarterly
Distribution Date or the Monthly Servicing Payment Date, as applicable, the
second Business Day (or the fifth Business Day with respect to amounts required
to paid by the Issuer pursuant to a Currency Swap Agreement) preceding such
Quarterly Distribution Date or Monthly Servicing Payment Date.

        "DEFINITIVE NOTES" shall mean any definitive Notes issued pursuant to
Section 2.11 hereof.

        "DISCLOSURE AGREEMENT" shall mean the Disclosure Agreement, dated May
12, 2006, among the Issuer, the Depositor, Nelnet, Inc. and J.P. Morgan
Securities Inc., Morgan Stanley & Co., for themselves and as representatives of
certain of the underwriters and the other underwriters a party thereto, and
Deutsche Bank AG, acting through its New York Branch, as amended and
supplemented pursuant to the terms thereof.

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

                                       15
<PAGE>

        "ELIGIBLE LENDER TRUST AGREEMENT" shall mean the Eligible Lender Trust
Agreement, dated as of May 1, 2006, between the Issuer and Zions First National
Bank, as eligible lender trustee, as amended from time to time.

        "ELIGIBLE LOAN" shall mean any loan made to finance post-secondary
education that is made under the Higher Education Act; provided that if, after
any reauthorization or amendment of the Higher Education Act, loans authorized
thereunder, including, without limitation, their benefits, any provisions, or
the servicing thereof, are materially different from loans so authorized prior
to such reauthorization or amendment, such loans authorized after such
reauthorization or amendment shall not constitute Eligible Loans unless a Rating
Confirmation is obtained.

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

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

        "EUROCLEAR" shall mean the Euroclear System operated by Euroclear Bank
S.A./N.V., or any successor thereto.

        "EUROPEAN CLEARING SYSTEMS" shall mean Euroclear or Clearstream.

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

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

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

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

                                       16
<PAGE>

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

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

        "FIVE-MONTH LIBOR" shall have the meaning ascribed to such term under
the definition of "Three-Month LIBOR".

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

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

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

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

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

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

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

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

                                       17
<PAGE>

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

        "INDEX MATURITY" shall mean (i) for Three-Month LIBOR, three months,
(ii) for Five-Month LIBOR, five months and (iii) for Six-Month LIBOR, six
months.

        "INITIAL PARITY RATIO" shall mean 99.75%.

        "INITIAL POOL BALANCE" shall mean the Pool Balance as of the Cutoff
Date, which is $2,037,124,020.

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

        "INTEREST ACCRUAL PERIOD" shall mean, with respect to a Quarterly
Distribution Date and (a) the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class B Notes and any
Class of Reset Rate Notes that bears interest at a floating rate of interest,
the period from and including the immediately preceding Quarterly Distribution
Date for such Class of the Notes, or in the case of the initial such period the
Date of Issuance, to but excluding such current Quarterly Distribution Date;
provided that, if more than one Interest Rate Change Date occurs for any Class
of the Reset Rate Notes within any given Interest Accrual Period, the related
rate of interest for the entire Interest Accrual Period shall be as specified in
the relevant Remarketing Terms Notice; and (b) a Class of the Reset Rate Notes
bearing a fixed rate of interest (i) the period from and including the 25th day
of the month of the month containing the immediately preceding Quarterly
Distribution Date, to and including the 24th day of the month containing the
current Quarterly Distribution Date for such Class of the Reset Rate Notes, or
(ii) as otherwise specified in this Appendix A for the Reset Rate Notes.

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

        "INVESTMENT AGREEMENT" shall mean, collectively, (i) the Investment
Agreement dated May 18, 2006, between the Trustee and AIG Matched Funding Corp.,
(ii) the Investment Agreement, dated May 18, 2006, between the Trustee and
Trinity Plus Funding Company, LLC and (iii) any other investment agreement
approved by the Rating Agencies. The Trustee shall provide notice to each Rating
Agency of any amendment to or transfer of an Investment Agreement. The issuance
by the Rating Agencies of the ratings on the Notes on the Date of Issuance shall
serve as the Rating Confirmation required with respect to the Investment
Agreements set forth in clauses (i) and (ii) above.

                                       18
<PAGE>

        "INVESTMENT SECURITIES" shall mean:

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

                (b) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of 12
        months or less with any bank, trust company, national banking
        association or other depository institution, including those of the
        Trustee, provided that, at the time of deposit or purchase such
        depository institution has commercial paper which is rated "A-1+" by S&P
        and "F1+" by Fitch and has the required ratings from Moody's
        corresponding to the duration of such investment set forth below;

                (c) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of 24
        months or less, but more than 12 months, with any bank, trust company,
        national banking association or other depository institution, including
        those of the Trustee and any of its affiliates, provided that, at the
        time of deposit or purchase such depository institution has senior debt
        rated "A" or higher by S&P and "AA-" or higher by Fitch, if commercial
        paper is outstanding, commercial paper which is rated "A-1+" by S&P and
        "F1+" by Fitch and has the required ratings from Moody's corresponding
        to the duration of such investment set forth below;

                (d) interest-bearing time or demand deposits, certificates of
        deposit or other similar banking arrangements with a maturity of more
        than 24 months with any bank, trust company, national banking
        association or other depository institution, including those of the
        Trustee and any of its affiliates, provided that, at the time of deposit
        or purchase such depository institution has senior debt rated "AA" or
        higher by S&P and "AA" or higher by Fitch, if commercial paper is
        outstanding, commercial paper which is rated "A-1+" by S&P, "P-1" by
        Moody's and "F1+" by Fitch and has the required ratings from Moody's
        corresponding to the duration of such investment set forth below;

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

                                       19
<PAGE>

                (f) repurchase agreements and reverse repurchase agreements,
        other than overnight repurchase agreements and overnight reverse
        repurchase agreements, with banks, including the Trustee and any of its
        affiliates, which are members of the Federal Deposit Insurance
        Corporation or firms which are members of the Securities Investors
        Protection Corporation, in each case whose outstanding, unsecured debt
        securities are rated no lower than two subcategories below the highest
        rating on any Class of Outstanding Notes by S&P and Fitch, if commercial
        paper is outstanding, commercial paper which is rated "A-1+" by S&P and
        "F1+" by Fitch and has the required ratings from Moody's corresponding
        to the duration of such investment set forth below;

                (g) overnight repurchase agreements and overnight reverse
        repurchase agreements at least 101% collateralized by securities
        described in subparagraph (a) of this definition and with a
        counterparty, including the Trustee and any of its affiliates, that has
        senior debt rated "AA" or higher by S&P and "AA-" or higher by Fitch, if
        commercial paper is outstanding, commercial paper which is rated "A-1+"
        by S&P and "F1+" by Fitch and has the required ratings from Moody's
        corresponding to the duration of such investment set forth below, or a
        counterparty approved in writing by S&P, Moody's and Fitch,
        respectively;

                (h) investment agreements or guaranteed investment contracts,
        which may be entered into by and among the Issuer and/or the Trustee and
        any bank, bank holding company, corporation or any other financial
        institution, including the Trustee and any of its affiliates, whose
        outstanding (i) commercial paper is rated "A-1+" by S&P and "F1+" by
        Fitch for agreements or contracts with a maturity of 12 months or less
        and has the required ratings from Moody's corresponding to the duration
        of such investment set forth below; (ii) unsecured long-term debt is
        rated no lower than two subcategories below the highest rating on any
        Class of Outstanding Notes by S&P and Fitch and, if commercial paper is
        outstanding, commercial paper which is rated "A-1+" by S&P and "F1+" by
        Fitch for agreements or contracts with a maturity of 24 months or less,
        but more than 12 months and has the required ratings from Moody's
        corresponding to the duration of such investment set forth below, or
        (iii) unsecured long-term debt which is rated no lower than two
        subcategories below the highest rating on any Class of Outstanding Notes
        by S&P and Fitch and, if commercial paper is outstanding, commercial
        paper which is rated "A-1+" by S&P and "F1+" by Fitch for agreements or
        contracts with a maturity of more than 24 months and has the required
        ratings from Moody's corresponding to the duration of such investment
        set forth below, or, in each case, by an insurance company whose
        claims-paying ability is so rated;

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

                                       20
<PAGE>

                (j) commercial paper, including that of the Trustee and any of
        its affiliates, which is rated in the single highest classification,
        "A-1+" by S&P and "F1+" by Fitch and has the required ratings from
        Moody's corresponding to the duration of such investment set forth
        below, and which matures not more than 270 days after the date of
        purchase;

                (k) investments in a money market fund rated at least "AAAm" or
        "AAAm-G" by S&P, "Aaa" by Moody's and "AAA/V1+" by Fitch, including
        funds for which the Trustee or an affiliate thereof acts as investment
        advisor or provides other similar services for a fee;

                (l) any Investment Agreement; and

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

        Each Investment Security or the provider of such Investment Security
(other than those described in paragraphs (a), (e) and (k) of this definition)
shall have the following Moody's long-term and or short-term ratings
corresponding to the duration of such investment:

                   MAXIMUM MATURITY                MINIMUM RATINGS

                 One Month                         "A2" or "Prime-1"
                 Three Months                      "A1" and "Prime-1"
                 Six Months                        "Aa3" and "Prime-1"
                 Greater than Six Months           "Aaa" and "Prime-1"

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

        "ISSUER" shall mean Nelnet Student Loan Trust 2006-2, a statutory trust
organized and existing under the laws of the State, and any successor thereto.

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

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

        "LIBOR" shall mean Three-Month LIBOR, Five-Month LIBOR or Six-Month
LIBOR, as applicable.

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

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

                                       21
<PAGE>

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

        "LONDON PAYING AGENT" shall mean, with respect to any Class of the Reset
Rate Notes while in a Foreign Exchange Mode, the Trustee or any other Person
that meets the capital requirements for the Trustee specified in Section 7.11
hereof and is authorized by the Trustee on behalf of the Issuer to make the
payments to and distributions from any Currency Account, which authorized Person
shall initially be HSBC Bank plc pursuant to the London Paying Agency Agreement.

        "LONDON PAYING AGENCY AGREEMENT" shall mean the London Paying Agency
Agreement, dated as of May 17, 2006, between the Trustee and HSBC Bank plc, as
the London Paying Agent, as amended and supplemented pursuant to the terms
thereof.

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

        "MASTER SERVICER" shall mean National Education Loan Network, Inc. and
any other master servicer or successor master servicer selected by the Issuer,
including an affiliate of the Issuer, so long as the Issuer obtains a Rating
Confirmation as to each such other master servicer.

        "MASTER SERVICING AGREEMENT" shall mean (a) the Master Servicing
Agreement, dated as of May 1, 2006, among the Issuer, the Depositor, the
Administrator and the Master Servicer, as amended from time to time, and (b) any
replacement master servicing agreement among the Issuer, the Administrator and
any other Master Servicer.

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

        "MINIMUM PURCHASE AMOUNT" shall mean, on any Quarterly Distribution
Date, an amount that would be sufficient to (a) reduce the Outstanding Amount of
each Class of the Notes on such Quarterly Distribution Date to zero; (b) pay to
the respective Registered Owners the Class A Noteholders' Interest Distribution
Amount and the Class B Noteholders' Interest Distribution Amount payable on such
Quarterly Distribution Date; (c) pay any Servicing Fees and Carryover Servicing
Fees, Administration Fees, Trustee Fees and Delaware Trustee Fees due and owing;
and (d) pay any Issuer Derivative Payments due and owing. For purposes of this


                                       22
<PAGE>

definition of Minimum Purchase Amount, if any Class of the Reset Rate Notes (i)
is then structured not to receive a payment of principal until the end of the
related Reset Period, the Outstanding Amount of that Class of the Reset Rate
Notes will be deemed to have been reduced by any amounts on deposit, exclusive
of any investment earnings, in the related Accumulation Account and/or (ii) is
then denominated in a non-U.S. Dollar currency, the U.S. Dollar Equivalent
Principal Amount of that Class of the Reset Rate Notes will be determined based
upon the exchange rate provided for in the related Currency Swap Agreement or
Currency Swap Agreements.

        "MONTHLY SERVICING PAYMENT DATE" shall mean the twenty-fifth (25th) day
of each calendar month or, if such day is not a Business Day, the immediately
succeeding Business Day, commencing on June 25, 2006.

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

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

        "NON-AMORTIZING RESET RATE NOTES" shall mean Reset Rate Notes for which
principal payments are only made at the end of the current Reset Period.

        "NOTE DEPOSITORY AGREEMENTS" shall mean with respect to the Notes, the
Blanket Letter of Representations, dated May 11, 2006, from the Issuer to DTC,
and with respect to the Reset Rate Notes, any agreement, if any, between the
Issuer and the Non-U.S. Note Certificate Common Depositary.

        "NOTE FINAL MATURITY DATE" for a Class of the Notes shall mean the Class
A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity Date, the
Class A-4 Maturity Date, the Class A-5 Maturity Date, the Class A-6 Maturity
Date, the Class A-7 Maturity Date or the Class B Maturity Date, as applicable.

        "NOTEHOLDER" shall mean, (a) with respect to a book-entry Note, the
Person who is the owner of such book-entry Note, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency); and (b) with respect to Notes held in definitive form pursuant to
Section 2.11 hereof, the Person in whose name a Note is registered in the Note
registration books of the Trustee.

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

        "OBLIGATIONS" shall mean, collectively, the Class A Obligations and the
Class B Obligations.

        "OPINION OF COUNSEL" shall mean (a) with respect to the Issuer one or
more written opinions of counsel who may, except as otherwise expressly provided
in the Indenture, be employees of or counsel to the Delaware Trustee, the Issuer
the Seller or an Affiliate of the Seller and who shall be satisfactory to the
Trustee, and which opinion or opinions shall be addressed to the Trustee, as
trustee, shall comply with any applicable requirements of the Trust Indenture
Act and shall be in form and substance satisfactory to the Trustee; and (b) with
respect to the Seller, the Administrator, the Master Servicer or a Subservicer,
one or more written opinions of counsel who may be an employee of or counsel to
the Seller, the Administrator, the Master Servicer or a Subservicer, which
counsel shall be acceptable to the Trustee and the Delaware Trustee.

                                       23
<PAGE>

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

        "OUTSTANDING" shall mean, when used in connection with any Note, a Note
which has been executed and delivered pursuant to this Indenture which at such
time remains unpaid as to principal or interest, excluding Notes which have been
replaced pursuant to Section 2.03 or 2.04 hereof and when used in connection
with a Derivative Product, a Derivative Product which has not expired or been
terminated, unless provision has been made for such payment pursuant to Section
10.02 hereof.

        "OUTSTANDING AMOUNT" shall mean, as of any date of determination, the
aggregate principal balance of all the Notes or the applicable Class or Classes
of Notes, as the case may be, Outstanding at such date of determination;
provided, however, that if any Class of Reset Rate Notes is then denominated in
a non-U.S. Dollar currency, the Outstanding Amount shall be based on the U.S.
Dollar Equivalent Principal Amount of that Class of Reset Rate Notes determined
based upon the exchange rate provided for in the related Currency Swap Agreement
or Currency Swap Agreements.

        "PARITY RATIO" shall mean, on any Quarterly Distribution Date, (a) Pool
Balance (including all accrued interest on the Financed Eligible Loans) plus the
amounts on deposit in the Acquisition Fund, the Capitalized Interest Fund and
the Reserve Fund as of the end of the related Collection Period divided by (b)
the Outstanding Amount of the Notes, after giving effect to distributions to be
made on that Quarterly Distribution Date. For purposes of this definition of
Parity Ratio, if any Class of the Reset Rate Notes (i) is then structured not to
receive a payment of principal until the end of the related Reset Period, the
Outstanding Amount of that Class of the Reset Rate Notes will be deemed to have
been reduced by any amounts on deposit, exclusive of any investment earnings, in
the related Accumulation Account and/or (ii) is then denominated in a non-U.S.
Dollar currency, the U.S. Dollar Equivalent Principal Amount of that Class of
the Reset Rate Notes will be determined based upon the exchange rate provided
for in the related Currency Swap Agreement or Currency Swap Agreements. The
Parity Ratio shall be calculated by the Administrator and certified to the
Trustee upon which the Trustee may conclusively rely with no duty to further
examine or determine such information.

        "PAYING AGENT" shall mean, with respect to the Notes (other than any
Class of the Reset Rate Notes denominated in a currency other than U.S.
Dollars), the Trustee or any other Person that meets the eligibility standards
for the Trustee specified in Section 7.11 hereof and is authorized by the
Trustee, on behalf of the Issuer, to make the payments to and distributions from
the Collection Account and payments of principal of and interest and any other
amounts owing on the Notes on behalf of the Issuer. With respect to any Class of
the Reset Rate Notes denominated in a currency other than U.S. Dollars, Paying
Agent shall mean the London Paying Agent.

                                       24
<PAGE>

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

        "POOL BALANCE" shall mean as of any date (a) the aggregate principal
balance of the Financed Eligible Loans on such date (including accrued interest
thereon to the extent such interest is expected to be capitalized), after giving
effect to the following, without duplication: (i) all payments received by the
Issuer through such date from or on behalf of obligors on such Financed Eligible
Loans; (ii) all Purchase Amounts on Financed Eligible Loans received by the
Issuer through such date from the Seller, the Master Servicer or a Subservicer;
(iii) all Liquidation Proceeds and Realized Losses on Financed Eligible Loans
liquidated through such date; (iv) the aggregate amount of adjustments to
balances of Financed Eligible Loans permitted to be effected by the Master
Servicer or a Subservicer under the Master Servicing Agreement or its related
Subservicing Agreement, if any, recorded through such date; and (v) the
aggregate amount by which reimbursements by Guarantee Agencies of the unpaid
principal balance of defaulted Financed Eligible Loans through such date are
reduced from 100%, to the applicable percentage required by the risk sharing
provisions of the Higher Education Act; plus (b) moneys on deposit in the
Capitalized Interest Fund and the Prefunding Account of the Acquisition Fund
(excluding amounts that will become Available Funds on the next Quarterly
Distribution Date). The Pool Balance shall be calculated by the Administrator
and certified to the Trustee, upon which the Trustee may conclusively rely with
no duty to further examine or determine such information.

        "PREFUNDING ACCOUNT" shall mean the Account by that name created in
Section 5.01(a) hereof within the Acquisition Fund and further described in
Section 5.02 hereof, including any Subaccounts created therein.

        "PRINCIPAL DISTRIBUTION AMOUNT" shall mean, as determined by the
Administrator, (a) with respect to the initial Quarterly Distribution Date, the
amount by which the sum of the Outstanding Amount of the Notes exceeds the
Adjusted Pool Balance as of the last day of the initial Collection Period; and
(b) with respect to each subsequent Quarterly Distribution Date, the excess of
(i) the Adjusted Pool Balance as of the last day of the Collection Period
preceding the related Collection Period, less (ii) the Adjusted Pool Balance as
of the last day of the related Collection Period, plus the amount, if any, of
the Principal Distribution Amount due on the prior Quarterly Distribution Date
that was not paid. Further, on the Note Final Maturity Date for a Class of the
Notes, the Principal Distribution Amount on that date also shall include the
amount needed to reduce the Outstanding Amount of such Class of the Notes to
zero.

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

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

                                       25
<PAGE>

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

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

        "QUARTERLY DISTRIBUTION DATE" shall mean the twenty-fifth (25th) day of
January, April, July and October or, if such day is not a Business Day, the
immediately succeeding Business Day, commencing on October 25, 2006.

        "QUARTERLY FUNDING AMOUNT" shall mean, for each Class of the Reset Rate
Notes, for any Quarterly Distribution Date that is (a) more than one year before
the next related Reset Date, zero and (b) one year or less before the next
related Reset Date, an amount to be deposited into the Remarketing Fee Fund in
respect of such Class of the Reset Rate Notes so that the amount therein in
respect of that Class of the Reset Rate Notes equals the Quarterly Required
Amount for that Class of the Reset Rate Notes; provided, however, that if on any
Quarterly Distribution Date that is not a Reset Date, the amount on deposit in
the Remarketing Fee Fund in respect of that Class of the Reset Rate Notes is
greater than the Reset Period Target Amount for that Class of the Reset Rate
Notes, such excess will be transferred to the Collection Fund and included in
Available Funds for that Quarterly Distribution Date.

        "QUARTERLY REQUIRED AMOUNT" shall mean, for each Class of the Reset Rate
Notes, (a) on any related Reset Date, the Reset Period Target Amount for that
Class of the Reset Rate Notes or (b) on a Quarterly Distribution Date that is
one year or less before the next related Reset Date (i) the Reset Period Target
Amount for that Class of the Reset Rate Notes multiplied by (ii) five (5) minus
the number of Quarterly Distribution Dates remaining until the next Reset Date
for that Class of the Reset Rate Notes (excluding the current Quarterly
Distribution Date and including the next Reset Date), divided by (iii) five (5).

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

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

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

                                       26
<PAGE>

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

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

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

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

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

        "REMARKETING FEE FUND" shall mean the Fund by that name created in
Section 5.01(e) hereof and further described in Section 5.06 hereof, including
any Accounts and Subaccounts created therein.

        "REPLACEMENT TRANSACTION" shall mean a transaction with a replacement
Currency Swap Counterparty who assumes the existing Currency Swap Counterparty's
position under the Currency Swap Agreement on substantially the same terms or
with those other amendments to the terms of the Currency Swap Agreement as may
be approved by the parties and each of the Rating Agencies, together with a
Rating Confirmation.

        "RESERVE FUND" shall mean the Fund by that name created in Section
5.01(d) hereof and further described in Section 5.05 hereof, including any
Accounts and Subaccounts created therein.

        "RESET PERIOD TARGET AMOUNT" for each Class of the Reset Rate Notes
shall mean, for any Quarterly Distribution Date that is (a) more than one year
before the next related Reset Date, zero, and (b) one year or less before the
next related Reset Date, the highest remarketing fee payable to the Remarketing
Agents for that Class of the Reset Rate Notes (not to exceed 0.20% per annum of
the maximum Outstanding Amount of such Class of the Reset Rate Notes that could
be remarketed) on the next related Reset Date, as determined by the
Administrator based on the assumed weighted average life of the such Class and
the maximum remarketing fee set forth in a schedule to the Remarketing
Agreement, as such schedule may be amended from time to time.

        "RESET RATE NOTES" shall mean, collectively, the Class A-6 Notes and the
Class A-7 Notes.

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

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<PAGE>

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

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

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

        "SERVICER'S REPORT" shall mean the servicer reports to be furnished to
the Issuer by the Master Servicer or a Subservicer pursuant to the Master
Servicing Agreement or its related Subservicing Agreement.

        "SERVICING FEE" shall mean the fees and expenses due to the Master
Servicer and any Subservicer under the terms of the Master Servicing Agreement
or its related Subservicing Agreement and the fees and expenses due to any
custodian under the terms of a Custodian Agreement.

        "SIX-MONTH LIBOR" shall have the meaning ascribed to such term under the
definition of "Three-Month LIBOR".

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

        "SPECIFIED RESERVE FUND BALANCE" shall mean, with respect to any
Quarterly Distribution Date, the greater of (a) 0.25% of the Pool Balance as of
the close of business on the last day of the related Collection Period; and (b)
0.15% of the Initial Pool Balance, provided that in no event will such balance
exceed the sum of the Outstanding Amount of the Notes and provided further, that
such Specified Reserve Fund Balance may be reduced with a Rating Confirmation.
The Specified Reserve Fund Balance shall be calculated by the Administrator and
certified to the Trustee, upon which certification the Trustee may conclusively
rely with no duty to further examine or determine such information.

        "STATE" shall mean the State of Delaware.

        "STEPDOWN DATE" shall mean the earlier to occur of (a) the Quarterly
Distribution Date in January of 2012 and (b) the first date on which all of the
Class A Notes are no longer Outstanding.

        "STUDENT LOAN PURCHASE AGREEMENT" shall mean, collectively, (a) the Loan
Purchase Agreement, dated as of May 1, 2006, between the Issuer and the Seller
and (b) each additional student loan purchase agreement entered into between the
Issuer and the Seller for the purchase of Eligible Loans which constitute
"add-on consolidation loans."

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

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<PAGE>

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

        "SUBSERVICING AGREEMENT" shall mean (a) the Nelnet, Inc. Subservicing
Agreement, dated as of May 1, 2006, between the Master Servicer and Nelnet,
Inc., as subservicer; and (b) any subservicing agreement between the Master
Servicer and any other Subservicer.

        "SUPPLEMENTAL INTEREST DEPOSIT AMOUNT" shall mean, with respect to any
Quarterly Distribution Date when a Class of the Reset Rate Notes is then
structured not to receive a payment of principal until the end of the related
Reset Period, the product of: (a) the difference between (i) the weighted
average of the LIBOR-based rates (as determined on the LIBOR Determination Date
immediately preceding that Quarterly Distribution Date) that will be payable by
the Issuer to any related Counterparties on the next Quarterly Distribution
Date, or the LIBOR-based rate (as determined on the LIBOR Determination Date
immediately preceding that Quarterly Distribution Date) that will be payable by
the Issuer to the related Registered Owners on the next Quarterly Distribution
Date, as applicable, and (ii) an assumed rate of investment earnings that
satisfies the Rating Agency Condition, (b) the amount on deposit in the
Accumulation Account for such Class of the Reset Rate Notes immediately after
that Quarterly Distribution Date, and (c) the actual number of days from that
Quarterly Distribution Date to the next Reset Date for that Class of the Reset
Rate Notes, divided by 360.

        "SUPPLEMENTAL INTEREST FUND" shall mean the Fund by that name created in
Section 5.01(f) hereof and further described in Section 5.07 hereof, including
any Account and Subaccounts created therein.

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

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

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

        "THREE-MONTH LIBOR," "FIVE-MONTH LIBOR" and "SIX-MONTH LIBOR" shall
mean, with respect to any Interest Accrual Period, the London interbank offered
rate for deposits in U.S. dollars having the applicable Index Maturity as it
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the related
LIBOR Determination Date as determined by the Administrator. If this rate does
not appear on Telerate Page 3750, the rate for that day will be determined on
the basis of the rates at which deposits in U.S. dollars, having the applicable
Index Maturity and in a principal amount of not less than U.S. $1,000,000, are
offered at approximately 11:00 a.m., London time, on that LIBOR Determination
Date, to prime banks in the London interbank market by the Reference Banks. The
Administrator or the Trustee, as applicable, will request the principal London
office of each Reference Bank to provide a quotation of its rate. If the


                                       29
<PAGE>

Reference Banks provide at least two quotations, the rate for that day will be
the arithmetic mean of the quotations. If the Reference Banks provide fewer than
two quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Administrator or the
Trustee, as applicable, at approximately 11:00 a.m., New York time, on that
LIBOR Determination Date, for loans in U.S. dollars to leading European banks
having the applicable Index Maturity and in a principal amount of not less than
U.S. $1,000,000. If the banks selected as described above are not providing
quotations, Three-Month LIBOR, Five-Month LIBOR or Six-Month LIBOR, as the case
may be, in effect for the applicable Interest Accrual Period will be Three-Month
LIBOR, Five-Month LIBOR or Six-Month LIBOR, as the case may be, in effect for
the previous Interest Accrual Period.

        "TRIGGER EVENT" shall mean, on any Quarterly Distribution Date while any
of the Class A Notes are Outstanding, that (a) the Outstanding Amount of the
Notes, less any amounts on deposit in any Accumulation Account (other than
investment earnings), and after giving effect to distributions to be made on
that Quarterly Distribution Date, would exceed the Pool Balance plus amounts on
deposit in the Reserve Fund as of the end of the related Collection Period or
(b) the Financed Eligible Loans have not been sold pursuant to Section 10.03 or
10.04 hereof when permitted or required therein.

        "TRUST AGREEMENT" shall mean the Trust Agreement, dated as of May 1,
2006, by and between the Depositor and the Delaware Trustee, as may be amended
pursuant to the terms thereof.

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

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

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

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

        "TRUSTEE FEE" shall mean an amount equal to the annual amount set forth
in the Trustee Fee Letter, dated May 1, 2006. Such fee shall be in satisfaction
of the Trustee's compensation as trustee under this Indenture and as eligible
lender trustee under the Eligible Lender Trust Agreement.

        "VALUE" on any calculation date when required under this Indenture shall
mean the value of the Trust Estate calculated by the Issuer with respect to
clause (a) and by the Trustee with respect to clauses (b) and (c) as follows:

               (a) with respect to any Eligible Loan owned by the Issuer as of
        the calculation date, the unpaid principal amount thereof plus any
        accrued but unpaid interest, Interest Benefit Payments and Special
        Allowance Payments;

                                       30
<PAGE>

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

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

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

                                   ARTICLE II

                         NOTE DETAILS AND FORM OF NOTES

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

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

        Each Note shall be dated the Date of Issuance. The terms of the Notes
set forth in Exhibit B hereto are part of the terms of this Indenture.

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

        The Trustee shall upon Issuer Order authenticate and deliver the U.S.
Dollar denominated Notes in an aggregate principal amount of $1,600,000,000 and
the London Paying Agent, which is hereby appointed as authenticating agent,
shall upon Issuer order authenticate and deliver the Non-U.S. Dollar denominated
Notes in the aggregate principal amount of (euro)352,665,000. The aggregate
principal amount of Notes Outstanding at any time may not exceed such amount
except as provided in Section 2.04 hereof. On each Spread Determination Date,
upon receipt of an Issuer Order, the Trustee shall deliver a revised Schedule A
for the Reset Rate Notes to the Custodians.

                                       31
<PAGE>

        Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered notes in minimum denominations of $100,000 and in
integral multiples of $1,000 in excess thereof, except that during any Reset
Period when a Class of the Reset Rate Notes is denominated in a currency other
than U.S. Dollars, such Class of the Reset Rate Notes shall be issued in minimum
denominations of the applicable currency equivalent (approximately) of $100,000
and additional increments of the applicable currency equivalent of $1,000 (which
shall be determined by reference to the exchange rate to be set forth in the
related Currency Swap Agreement); provided, that during any Reset Period when a
Class of Reset Rate Notes is denominated in Pounds Sterling, such Class of the
Reset Rate Notes shall be issued in minimum denominations of (pound)100,000 and
additional increments of (pound)1,000, and, provided further, that during any
Reset Period when a Class of the Reset Rate Notes is denominated in Euros, such
Class of the Reset Rate Notes shall be issued in minimum denominations of
(euro)50,000 and additional increments of (euro)1,000 (the "Authorized
Denominations").

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

        Each Class of Notes (other than any Reset Rate Notes not denominated in
U.S. Dollars) will be represented by a book-entry note certificate ("U.S. Note
Certificate") deposited on the Date of Issuance with Zions First National Bank,
as custodian for DTC (the "DTC Custodian"), and registered in the name of "Cede
& Co." as initial nominee for DTC.

        Each Class of Reset Rate Notes not denominated in U.S. Dollars will be
represented by a book-entry note certificate ("Non-U.S. Note Certificate")
deposited on the Date of Issuance with HSBC Bank plc, as common depositary for
Euroclear and Clearstream ("Non-U.S. Note Certificate Common Depositary"), and
registered in the name of "HSBC Issuer Services Common Depositary Nominee (UK)
Limited" being the nominee name of HSBC Bank plc when acting as the Non-U.S.
Note Certificate Common Depositary.

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

                                       32
<PAGE>

        Notes may be exchanged at the Principal Office of the Trustee (or the
London Paying Agent with respect to a Class of the Reset Rate Notes which is
denominated in Non-U.S. Dollars) for a like aggregate principal amount of fully
registered Notes of the same Class, interest rate and Note Final Maturity Date
in Authorized Denominations. The Issuer shall execute and the Trustee (or the
London Paying Agent with respect to a Class of the Reset Rate Notes which is
denominated in Non-U.S. Dollars) shall authenticate and deliver Notes which the
Registered Owner making the exchange is entitled to receive, bearing numbers not
contemporaneously outstanding. The execution by the Issuer of any fully
registered Note of any Authorized Denomination shall constitute full and due
authorization of such denomination and the Trustee (or the London Paying Agent
with respect to a Class of the Reset Rate Notes which is denominated in Non-U.S.
Dollars) shall thereby be authorized to authenticate and deliver such fully
registered Note.

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

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

        The Trustee (or the London Paying Agent with respect to a Class of the
Reset Rate Notes which is denominated in Non-U.S. Dollars) shall require the
payment by any Registered Owner requesting exchange or transfer of any tax or
other governmental charge required to be paid with respect to such exchange or
transfer. The applicant for any such transfer or exchange may be required to pay
all taxes and governmental charges in connection with such transfer or exchange,
other than exchanges pursuant to Section 2.07 hereof.

        On any Reset Date when a Class of the Reset Rate Notes is to be
denominated in U.S. Dollars during the immediately following Reset Period, the
Outstanding Amount of such Class of the Reset Rate Notes shall be allocated to
the U.S. Note Certificate. On any Reset Date when a Class of the Reset Rate
Notes is to be denominated in a currency other than U.S. Dollars during the
immediately following Reset Period, the Outstanding Amount of such Class of the
Reset Rate Notes shall be allocated entirely to the Non-U.S. Note Certificate.

                                       33
<PAGE>

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

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

        SECTION 2.06. CANCELLATION AND DESTRUCTION OF NOTES BY THE TRUSTEE.
Whenever any Outstanding Notes shall be delivered to the Trustee (or the London
Paying Agent with respect to a Class of the Reset Rate Notes which is
denominated in Non-U.S. Dollars) for the cancellation thereof pursuant to this
Indenture, upon payment of the principal amount and interest represented
thereby, or for replacement pursuant to Section 2.03 hereof, such Notes shall be
promptly cancelled and, within a reasonable time, cremated or otherwise
destroyed by the Trustee (or the London Paying Agent with respect to a Class of
the Reset Rate Notes which is denominated in Non-U.S. Dollars) and counterparts
of a certificate of destruction evidencing such cremation or other destruction
shall be furnished by the Trustee (or the London Paying Agent with respect to a
Class of the Reset Rate Notes which is denominated in Non-U.S. Dollars) to the
Issuer.

        SECTION 2.07. TEMPORARY NOTES. Pending the preparation of definitive
Notes, the Issuer may execute and the Trustee (or the London Paying Agent with
respect to a Class of the Reset Rate Notes which is denominated in Non-U.S.
Dollars) shall authenticate and deliver temporary Notes. Temporary Notes shall
be issuable as fully registered Notes without coupons, of any denomination, and


                                       34
<PAGE>

substantially in the form of the definitive Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may
be determined by the Issuer. Every temporary Note shall be executed by the
Issuer and be authenticated by the Trustee (or the London Paying Agent with
respect to a Class of the Reset Rate Notes which is denominated in Non-U.S.
Dollars) upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Notes. As promptly as practicable the Issuer
shall execute and shall furnish definitive Notes and thereupon temporary Notes
may be surrendered in exchange therefor without charge at the principal office
of the Trustee (or the London Paying Agent with respect to a Class of the Reset
Rate Notes which is denominated in Non-U.S. Dollars), and the Trustee (or the
London Paying Agent with respect to a Class of the Reset Rate Notes which is
denominated in Non-U.S. Dollars) shall authenticate and deliver in exchange for
such temporary Notes a like aggregate principal amount of definitive Notes.
Until so exchanged the temporary Notes shall be entitled to the same benefits
under this Indenture as definitive Notes.

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

        SECTION 2.09. BOOK-ENTRY NOTES. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to applicable initial Clearing Agency, by the Issuer, or on behalf
of the Issuer. Such Notes shall initially be registered on the Note Register in
the name of the nominee of each initial Clearing Agency, and no Noteholder shall
receive a definitive, fully registered note representing such Noteholder's
interest in such Note, except as provided in Section 2.11 hereof. Unless and
until Definitive Notes have been issued to Noteholders pursuant to Section 2.11
hereof:

                (a) the provisions of this Section shall be in full force and
        effect;

                (b) the Trustee (or the London Paying Agent with respect to a
        Class of the Reset Rate Notes which is denominated in Non-U.S. Dollars),
        as registrar, and its respective directors, officers, employees and
        agents, may deal with the applicable Clearing Agency for all purposes
        (including the payment of principal of and interest and other amounts on
        the Notes) as the authorized representative of the Noteholders;

                (c) to the extent that the provisions of this Section conflict
        with any other provisions of this Indenture, the provisions of this
        Section shall control;

                (d) the rights of Noteholders shall be exercised only through
        the applicable Clearing Agency and shall be limited to those established
        by law and agreements between such Noteholders and the applicable
        Clearing Agency and/or the applicable Clearing Agency Participants
        pursuant to the Note Depository Agreements; and unless and until
        Definitive Notes are issued pursuant to Section 2.11 hereof, the initial
        Clearing Agencies will make book-entry transfers among the applicable
        Clearing Agency Participants and receive and transmit payments of
        principal of and interest and other amounts on the Notes to such
        applicable Clearing Agency Participants;

                                       35
<PAGE>

                (e) whenever this Indenture requires or permits actions to be
        taken based upon instructions or directions of Noteholders of Notes
        evidencing a specified percentage of the Outstanding Amount of the
        Notes, the applicable Clearing Agency shall be deemed to represent such
        percentage only to the extent that it has received instructions to such
        effect from Noteholders and/or applicable Clearing Agency Participants
        owning or representing, respectively, such required percentage of the
        beneficial interest in the Notes and has delivered such instructions to
        the Trustee; and

                (f) upon acquisition or transfer of a beneficial interest in any
        Book-Entry Note by, for or with the assets of, a Benefit Plan, such
        Noteholder shall be deemed to have represented that such acquisition or
        purchase will not constitute or otherwise result in: (i) in the case of
        a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code,
        a non-exempt prohibited transaction in violation of Section 406 of ERISA
        or Section 4975 of the Code which is not covered by a class or other
        applicable exemption and (ii) in the case of a Benefit Plan subject to a
        substantially similar federal, state, local or foreign law, a non-exempt
        violation of such substantially similar law. Any transfer found to have
        been made in violation of such deemed representation shall be null and
        void and of no effect.

        SECTION 2.10. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication is required under this Indenture to be given to Noteholders,
unless and until Definitive Notes shall have been issued to Noteholders pursuant
to Section 2.11 hereof, the Trustee shall give all such notices and
communications specified herein to the applicable Clearing Agency.

        SECTION 2.11. DEFINITIVE NOTES. If (a) the Administrator advises the
Trustee in writing that a Clearing Agency (i) is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise), (ii) announces an intention to cease business permanently (or does
so and no alternative clearing system acceptable to the Trustee is then
available), or (iii) at any time, is unwilling or unable to continue as, or
ceases to be, a clearing agency registered under all applicable laws, and a
successor clearing agency which is registered as a clearing agency under all
applicable laws is not appointed by the Administrator within 90 days of such
event, (b) the Administrator at its option advises the Trustee in writing that
it elects to terminate the book-entry system through that Clearing Agency or (c)
after the occurrence of an Event of Default, Noteholders representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the
applicable Notes advise the applicable Clearing Agency (which shall then notify
the Trustee) in writing that the continuation of a book-entry system through
such Clearing Agency is no longer in the best interests of such Noteholders,
then the Trustee shall cause such Clearing Agency to notify all Noteholders
cleared through such Clearing Agency of the occurrence of any such event and of
the availability of Definitive Notes to Noteholders requesting the same. Upon
surrender to the Trustee of the typewritten Notes representing the Book-Entry
Notes by a Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Trustee (or the London Paying Agent with respect to a
Class of the Reset Rate Notes which is denominated in Non-U.S. Dollars) shall
authenticate the Definitive Notes in accordance with the instructions of such
Clearing Agency, which shall include, without limitation, the identity and
payment instructions for all Noteholders of the applicable Notes. Neither the
Issuer nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, the Trustee shall
recognize the holders of the Definitive Notes as Noteholders.

                                       36
<PAGE>

        Upon acquisition or transfer of a Definitive Note by, for or with the
assets of, a Benefit Plan, such Noteholder shall be deemed to have represented
that such acquisition or purchase will not constitute or otherwise result in:
(a) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of
the Code, a non-exempt prohibited transaction in violation of Section 406 of
ERISA or Section 4975 of the Code which is not covered by a class or other
applicable exemption and (ii) in the case of a Benefit Plan subject to a
substantially similar law, a non-exempt violation of such substantially similar
law. Any transfer found to have been made in violation of such deemed
representation shall be null and void and of no effect.

        SECTION 2.12. PAYMENT OF PRINCIPAL AND INTEREST.

                (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3
        Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes
        shall accrue interest as provided in the forms of Class A-1 Notes, Class
        A-2 Notes, Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and
        the Class B Notes set forth in Exhibits B-1, B-2, B-3, B-4, B-5 and B-8,
        respectively, hereto. Each Class of Reset Rate Notes shall accrue
        interest as provided in Appendix A hereto. Such interest shall be
        payable with respect to each Class of the Notes on each Quarterly
        Distribution Date as specified in Section 5.04(c) hereof, subject to
        Section 4.01 hereof. Any installment of interest or principal, if any,
        payable on any Note which is punctually paid or duly provided for by the
        Issuer on the Quarterly Distribution Date shall be paid to the Person in
        whose name such Note is registered on the Record Date by check mailed
        first-class, postage prepaid to such Person's address as it appears on
        the records of the Trustee on such Record Date, except that, unless
        definitive Notes have been issued pursuant to Section 2.11 hereof, with
        respect to Notes registered on the Record Date in the names of the
        nominees of the Clearing Agencies, payment shall be made by wire
        transfer in immediately available funds to the account designated by
        such nominees and except for the final installment of principal payable
        with respect to such Note on a Quarterly Distribution Date or on the
        Note Final Maturity Date for such Note which shall be payable as
        provided below. The amount of interest distributable to Noteholders of
        the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
        A-4 Notes, the Class A-5 Notes and the Class B Notes for each $1,000 in
        principal amount will be calculated by applying the applicable interest
        rate for the Interest Accrual Period to the principal amount of $1,000,
        multiplying that product by the actual number of days in the Interest
        Accrual Period divided by 360, and rounding the resulting percentage
        figure to the fifth decimal point. Interest on the Reset Rate Notes
        shall be computed at the applicable rate of interest on the Reset Rate
        Notes multiplied by the Outstanding Amount of the Reset Rate Notes and
        multiplied by a fraction determined by the number of days in the
        applicable Interest Accrual Period and the applicable Day Count Basis
        and rounding the resultant figure to the appropriate decimal place, as
        determined by the Administrator. The terms of and definitions related to
        the Reset Rate Notes are found in Article I hereof and Appendix A
        hereto.

                                       37
<PAGE>

                (b) The principal of each Note shall be payable in installments
        on each Quarterly Distribution Date as provided in Section 5.04(c)
        hereof. Notwithstanding the foregoing, the entire unpaid principal
        amount of each Class of the Notes shall be due and payable, if not
        previously paid, on the Note Final Maturity Date for such Class of Notes
        and on the date on which an Event of Default shall have occurred and be
        continuing if the Trustee or the Registered Owners of the Notes
        representing not less than a majority of the Outstanding Amount of the
        Notes have declared the Notes to be immediately due and payable in the
        manner provided in Section 6.02 hereof. The Trustee shall notify the
        Person in whose name a Note is registered at the close of business on
        the Record Date preceding the Quarterly Distribution Date on which the
        Issuer expects that the final installment of principal of and interest
        on such Note will be paid. Such notice shall be mailed or transmitted by
        facsimile prior to such final Quarterly Distribution Date and shall
        specify that such final installment will be payable only upon
        presentation and surrender of such Note and shall specify the place
        where such Note may be presented and surrendered for payment of such
        installment.

                (c) The Issuer shall cause each Paying Agent other than the
        Trustee to execute and deliver to the Trustee an instrument in which
        such Paying Agent shall agree with the Trustee (and if the Trustee acts
        as Paying Agent, it hereby so agrees), subject to the provisions of this
        Section, that such Paying Agent will:

                        (i) hold all sums held by it for the payment of amounts
                due with respect to the Notes or any Derivative Product in trust
                for the benefit of the Persons entitled thereto until such sums
                shall be paid to such Persons or otherwise disposed of as herein
                provided and pay such sums to such Persons as herein provided;

                        (ii) give the Trustee notice of any default by the
                Issuer of which it has actual knowledge (or any other obligor
                upon the Notes) in the making of any payment required to be made
                with respect to the Notes or any Derivative Product;

                        (iii) at any time during the continuance of any such
                default, upon the written request of the Trustee, forthwith pay
                to the Trustee all sums so held in trust by such Paying Agent;

                        (iv) immediately resign as a Paying Agent and forthwith
                pay to the Trustee all sums held by it in trust for the payments
                due under the Notes or any Derivative Product if at any time it
                ceases to meet the standards required to be met by a Paying
                Agent at the time of its appointment; and

                        (v) comply with all requirements of the Code with
                respect to the withholding from any payments made by it on any
                Notes of any applicable withholding taxes imposed thereon and
                with respect to any applicable reporting requirements in
                connection therewith.

        The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                                       38
<PAGE>

        SECTION 2.13. REDEMPTION OF THE NOTES.

                (a) MANDATORY REDEMPTION OF THE NOTES FROM SALE OF FINANCED
        ELIGIBLE LOANS. The Notes shall be subject to redemption from the
        proceeds of a sale of Financed Eligible Loans in accordance with Section
        10.03 or 10.04 hereof on any Quarterly Distribution Date, in whole only,
        at a redemption price equal to the principal amount thereof being
        redeemed, plus accrued interest, if any, due and payable on the Notes to
        such Quarterly Distribution Date.

                (b) MANDATORY REDEMPTION OF RESET RATE NOTES AND THE CLASS B
        NOTES. If there are no Class A Notes, other than the Reset Rate Notes,
        Outstanding, upon a sale of the Financed Eligible Loans as provided in
        Section 2.13(a) of Appendix A hereto, the Reset Rate Notes and the Class
        B Notes are subject to redemption, in whole only, on any Reset Date for
        the applicable Class of Reset Rate Notes occurring on or after the date
        on which the Pool Balance is less than 25% of the Initial Pool Balance,
        at a redemption price equal to the principal amount thereof being
        redeemed, plus accrued interest, if any, due and payable on the Reset
        Rate Notes (as described in Appendix A hereto) and the Class B Notes to
        such Reset Date.

                (c) NOTICE OF REDEMPTION. Preferably five, but not less than two
        Business Days prior to the Quarterly Distribution Date on which the
        Notes are to be redeemed, the Trustee shall cause notice of any
        redemption pursuant to subsections (a) or (b) of this Section to be
        given by mailing a copy of the notice by first-class mail to the
        Administrator and Registered Owners of the Notes at their address as the
        same shall last appear upon the registration books on such date;
        provided, however, that failure to give such notice, or any defect
        therein, shall not affect the validity of any proceedings for the
        reduction or redemption of such Notes; and, further provided, that if
        the redemption is on a Reset Date pursuant to a sale of the Financed
        Eligible Loans pursuant to the Purchase Option described in Section
        2.13(a) of Appendix A hereto, no prior notice shall be required for such
        redemption.

                                  ARTICLE III

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

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

                                       39
<PAGE>

        SECTION 3.02. OTHER OBLIGATIONS. The Available Funds and other moneys,
Financed Eligible Loans, securities, evidences of indebtedness, interests,
rights and properties pledged under this Indenture are and will be owned by the
Issuer free and clear of any pledge, lien, charge or encumbrance thereon or with
respect thereto prior to, of equal rank with or subordinate to the respective
pledges created by this Indenture, except as otherwise expressly provided
herein, and all action on the part of the Issuer to that end has been duly and
validly taken. If any Financed Eligible Loan is found to have been subject to a
lien at the time such Financed Eligible Loan was acquired, the Issuer shall
cause such lien to be released, shall purchase such Financed Eligible Loan from
the Trust Estate for a purchase price equal to its principal amount plus any
unamortized premium, if any, and interest accrued thereon or shall replace such
Financed Eligible Loan with another Eligible Loan with substantially identical
characteristics which replacement Eligible Loan shall be free and clear of liens
at the time of such replacement. Except as otherwise provided herein, the Issuer
shall not create or voluntarily permit to be created any debt, lien or charge on
the Financed Eligible Loans which would be on a parity with, subordinate to, or
prior to the lien of this Indenture; shall not do or omit to do or suffer to be
done or omitted to be done any matter or things whatsoever whereby the lien of
this Indenture or the priority of such lien for the Obligations hereby secured
might or could be lost or impaired; and will pay or cause to be paid or will
make adequate provisions for the satisfaction and discharge of all lawful claims
and demands which if unpaid might by law be given precedence to or any equality
with this Indenture as a lien or charge upon the Financed Eligible Loans;
provided, however, that nothing in this Section shall require the Issuer to pay,
discharge or make provision for any such lien, charge, claim or demand so long
as the validity thereof shall be by it in good faith contested, unless thereby,
in the opinion of the Trustee, the same will endanger the security for the
Obligations; and provided further that any subordinate lien hereon (i.e.,
subordinate to the lien securing the Class A Obligations and the Class B
Obligations) shall be entitled to no payment from the Trust Estate, nor may any
remedy be exercised with respect to such subordinate lien against the Trust
Estate until all Obligations have been paid or deemed paid hereunder.

        SECTION 3.03. DERIVATIVE PRODUCTS; COUNTERPARTY PAYMENTS; ISSUER
DERIVATIVE PAYMENTS. The Issuer hereby authorizes and directs the Trustee to
acknowledge and agree to any Derivative Product hereafter entered into by the
Issuer and a Counterparty under which (a) the Issuer may be required to make,
from time to time, payments to a Counterparty and (b) the Trustee may receive,
from time to time, Counterparty Payments for the account of the Issuer. No
Derivative Product shall be entered into subsequent to the Date of Issuance
unless the Trustee shall have received a Rating Confirmation from each Rating
Agency that such Derivative Product will not adversely affect the Rating on any
of the Notes. With respect to any Derivative Products, the Issuer shall cause
all Counterparty Payments and all other amounts payable to the Issuer from each
Counterparty to be deposited into the Collection Fund (with respect to all
Counterparty Payments received in U.S. Dollars) or the applicable Currency
Account (with respect to all Counterparty Payments received in any currency
other than U.S. Dollars). As promptly as possible upon the occurrence of an
Event of Default or Termination Event under any Derivative Product, the Issuer
shall hire or appoint a Broker in order to obtain a Replacement Transaction
according to the terms of the related Derivative Product, and such Broker shall
accept its appointment by a written assumption in a form acceptable to the
Issuer. In connection with any such appointment, the Issuer may make such
arrangements for the compensation of such Broker as it and such Broker shall
agree.

                                       40
<PAGE>

                                   ARTICLE IV

                       PROVISIONS APPLICABLE TO THE NOTES;
                              DUTIES OF THE ISSUER

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

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

        SECTION 4.03. FURTHER COVENANTS OF THE ISSUER.

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

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

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

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

                                       41
<PAGE>

                (e) The Issuer, upon written request of the Trustee, will permit
        at all reasonable times the Trustee or its agents, accountants and
        attorneys, to examine and inspect the property, books of account,
        records, reports and other data relating to the Financed Eligible Loans,
        and will furnish the Trustee such other information as it may reasonably
        request. The Trustee shall be under no duty to make any such examination
        unless requested in writing to do so by the Registered Owners of 66-2/3%
        in collective aggregate principal amount of the Notes at the time
        Outstanding, and unless such Registered Owners shall have offered the
        Trustee security and indemnity satisfactory to it against any costs,
        expenses and liabilities which might be incurred thereby.

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

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

                (h) Notwithstanding anything to the contrary contained herein,
        except upon the occurrence and during the continuance of an Event of
        Default hereunder, the Issuer hereby expressly reserves and retains the
        privilege to receive and, subject to the terms and provisions of this
        Indenture, to keep or dispose of, claim, bring suits upon or otherwise
        exercise, enforce or realize upon its rights and interest in and to the
        Financed Eligible Loans and the proceeds and collections therefrom, and
        neither the Trustee nor any Registered Owner shall in any manner be or
        be deemed to be an indispensable party to the exercise of any such
        privilege, claim or suit and the Trustee shall be under no obligation
        whatsoever to exercise any such privilege, claim or suit; provided,
        however, that the Trustee shall have and retain possession or control of
        the Financed Eligible Loans pursuant to Section 5.02 hereof (which
        Financed Eligible Loans may be held by the Trustee's agent or bailee) so
        long as such loans are subject to the lien of this Indenture.

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

        SECTION 4.04. ENFORCEMENT OF MASTER SERVICING AGREEMENT AND SUBSERVICING
AGREEMENTS. The Issuer shall comply with, shall require the Master Servicer to
comply with and shall cause the Master Servicer to require the Subservicers to
comply with the following whether or not the Issuer is otherwise in default
under this Indenture:

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

                                       42
<PAGE>

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

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

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

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

                (f) the Issuer shall not waive any default by the Master
        Servicer or a Subservicer under the Master Servicing Agreement or its
        related Subservicing Agreement without the written consent of the
        Trustee and the giving of written notice to each Rating Agency;

                (g) the Issuer shall cause the Master Servicer and each
        Subservicer to deliver to the Trustee and the Issuer, on or before March
        30 of each year, beginning with March 30, 2007, a certificate stating
        that (i) a review of the activities of the Master Servicer and each
        Subservicer during the preceding calendar year and of its performance
        under the Master Servicing Agreement and its related Subservicing
        Agreement has been made under the supervision of the officer signing
        such certificate and (ii) to the best of such officers' knowledge, based
        on such review, the Master Servicer and such Subservicer has fulfilled
        all its obligations under the Master Servicing Agreement and its related
        Subservicing Agreement throughout such year, or, there has been a
        default in the fulfillment of any such obligation, specifying each such
        default known to such officer and the nature and stature thereof. The
        Issuer shall send copies of such annual certificate of the Master
        Servicer and each Subservicer to each Rating Agency; and

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

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

                                       43
<PAGE>

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

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

                (a) the Issuer, or the Administrator on behalf of the Issuer,
        shall be responsible for dealing with the Secretary with respect to the
        rights, benefits and obligations, under the Certificates of Insurance,
        including but not limited to the payment of all of the fees owed with
        respect the Financed Eligible Loans, and the Issuer, or the
        Administrator on behalf of the Issuer, shall be responsible for dealing
        with the Guaranty Agencies with respect to the rights, benefits and
        obligations under the Guarantee Agreements with respect to the Financed
        Eligible Loans;

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

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

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

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

                                       44
<PAGE>

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

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

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

        SECTION 4.07. FINANCED ELIGIBLE LOANS; COLLECTIONS THEREOF; ASSIGNMENT
THEREOF. The Issuer, through the Master Servicer and one or more Subservicers,
shall diligently collect all principal and interest payments on all Financed
Eligible Loans, and all Interest Benefit Payments, insurance, guarantee and
default claims and Special Allowance Payments which relate to such Financed
Eligible Loans; provided, however, the Issuer may offer interest rate reductions
with respect to the Financed Eligible Loans which result in rates of interest
not less than those shown in the cash flow analyses provided to each Rating
Agency on the Date of Issuance, and provided further that such rates of interest
may be further reduced if a Rating Confirmation is obtained, based on new cash
flow analyses containing such assumptions as the Issuer shall reasonably
determine. The Issuer shall cause the filing and assignment of such claims
(prior to the timely filing deadline for such claims under the Regulations) by
the Master Servicer or the appropriate Subservicer. The Issuer will comply with
the Higher Education Act and Regulations which apply to the Program and to such
Financed Eligible Loans.

                                       45
<PAGE>

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

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

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

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

        SECTION 4.11. AMENDMENT OF STUDENT LOAN PURCHASE AGREEMENTS. The Issuer
shall notify the Trustee in writing of any proposed amendments to any existing
Student Loan Purchase Agreement. No such amendment shall become effective unless
and until the Trustee consents thereto in writing. The consent of the Trustee
shall not be unreasonably withheld and shall not be withheld if the Trustee
receives an opinion of counsel acceptable to it that such an amendment is
required by the Higher Education Act and is not materially prejudicial to the
Registered Owners.

        SECTION 4.12. REPRESENTATIONS; NEGATIVE COVENANTS.

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

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

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

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

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

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

                        (vi) NO PROCEEDINGS. There are no proceedings,
                injunctions, writs, restraining orders or investigations to
                which the Issuer or any of its affiliates is a party pending,
                or, to the best of its knowledge, threatened, before any court,
                regulatory body, administrative agency or other tribunal or
                governmental instrumentality (A) asserting the invalidity of
                this Indenture, (B) seeking to prevent the issuance of any Notes
                or the consummation of any of the transactions contemplated by
                this Indenture or (C) seeking any determination or ruling that
                might materially and adversely affect the performance by the
                Issuer of its obligations under, or the validity or
                enforceability of this Indenture.

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

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

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

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

                        (xi) LEGAL NAME. The legal name of the Issuer is "Nelnet
                Student Loan Trust 2006-2" and has not changed since its
                inception. The Issuer has no trade names, fictitious names,
                assumed names or "dba's" under which it conducts its business
                and has made no filing in respect of any such name.

                        (xii) BUSINESS PURPOSE. The Issuer has acquired the
                Financed Eligible Loans conveyed to it under a Student Loan
                Purchase Agreement for a bona fide business purpose and has
                undertaken the transactions contemplated herein as principal
                rather than as an agent of any other Person. The Issuer has no
                subsidiaries, has adopted and operated consistently with all
                requirements for statutory trusts under the laws of the State
                with respect to its operations and has engaged in no other
                activities other than those specified in this Indenture and the
                Student Loan Purchase Agreements and in accordance with the
                transactions contemplated herein and therein.

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

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

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

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

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

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

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

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

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

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                (b) The Issuer will not:

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

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

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

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

                        (v) except as otherwise provided herein, permit any
                lien, charge, security interest, mortgage or other encumbrance
                (other than the lien of this Indenture) to be created on or
                extend to or otherwise arise upon or burden the Trust Estate or
                any part thereof or any interest therein or the proceeds
                thereof; (vi) permit the lien of this Indenture not to
                constitute a valid first priority, perfected security interest
                in the Trust Estate;

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

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

                        (ix) act as agent of the Seller or, except as provided
                in its Student Loan Purchase Agreement, allow the Seller to act
                as its agent;

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        SECTION 4.15. CERTAIN REPORTS.

                (a) The Issuer will:

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

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

                                       53
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                        (iii) cause the Trustee to transmit by mail to the
                Registered Owners of Notes, within 30 days after the filing
                thereof with the Trustee, in the manner and to the extent
                provided in Section 313(c) of the Trust Indenture Act, such
                summaries of any information, documents and reports required to
                be filed by the Issuer pursuant to subsections (i) and (ii) of
                this subsection (a) as may be required by rules and regulations
                prescribed from time to time by the Commission.

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

                (c) Not later than the second Business Day preceding each
        Quarterly Distribution Date, the Administrator will prepare and provide
        a certificate in the form of Exhibit D hereto (the "Administrator's
        Quarterly Distribution Date Certificate"), or containing such
        information as the Commission may from time to time by rules or
        regulations prescribe, to the Trustee. The Trustee shall provide a copy
        of any Administrator's Quarterly Distribution Date Certificate to any
        Noteholder who requests such in writing.

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

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

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

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

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                (b) Pursuant to the Higher Education Act, a security interest in
        student loans is perfected in the same manner as "accounts" within the
        meaning of the applicable UCC, which applicable UCCs are the UCC as in
        effect in the States of Delaware and Utah for the purposes of perfecting
        a security interest in the Financed Eligible Loans.

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

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

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

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

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

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

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

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

                                       55
<PAGE>

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

        SECTION 4.19. BORROWER INCENTIVE PROGRAMS. The Issuer presently offers
borrower incentive programs on the Financed Eligible Loans. If any such
incentive programs, or any other borrower incentive programs offered by the
Issuer in the future which are not required by the Higher Education Act, are in
effect for any Financed Eligible Loans on any Quarterly Distribution Date on
which the Parity Ratio falls below the Initial Parity Ratio, the Issuer shall
either (i) contribute funds to the Collection Fund in an amount equal to the
principal or interest that otherwise would have been paid on such Financed
Eligible Loans in the absence of the borrower incentive programs since the
preceding Quarterly Distribution Date or (ii) notify the Master Servicer to
instruct the Subservicers to notify the borrowers that the borrower incentive
programs for those Financed Eligible Loans have been terminated. If the Master
Servicer or a Subservicer is notified to provide notice of the termination of
the borrower incentive programs for the Financed Eligible Loans being serviced
by such Master Servicer or the Subservicer, such Master Servicer or Subservicer
may choose to contribute funds to the Collection Fund in an amount equal to the
principal or interest that otherwise would have been paid on such Financed
Eligible Loans in the absence of the borrower incentive programs on the Financed
Eligible Loans being serviced by such Master Servicer or Subservicer in lieu of
providing notice of the termination of the borrower incentive programs for those
Financed Eligible Loans. The Issuer shall notify the Rating Agencies if the
Issuer, the Master Servicer or a Subservicer contributes any additional amounts
pursuant to this Section or if any of the borrower incentive programs are
terminated.

        SECTION 4.20. STATEMENTS TO NOTEHOLDERS. Two days preceding a Quarterly
Distribution Date, the Issuer shall cause the Administrator to provide to the
Trustee (with a copy to the Rating Agencies) solely for the purpose of having
the Trustee, and in the case of the Reset Rate Notes, shall cause the London
Paying Agent, to forward on such Quarterly Distribution Date to Registered
Owners setting forth the information described in Item 1122 of Regulation AB
promulgated by the Securities and Exchange Commission substantially in the form
of Exhibit E hereto, with such additional information as the Administrator shall
determine.

                                    ARTICLE V

                                      FUNDS

        SECTION 5.01. CREATION AND CONTINUATION OF FUNDS AND ACCOUNTS. There are
hereby created and established the following Funds to be held and maintained by
the Trustee (or with respect to any Currency Account, the London Paying Agent)
for the benefit of the Registered Owners (and the Remarketing Agents with
respect to the Remarketing Fee Fund):

                (a) Acquisition Fund, including a Prefunding Account and a Costs
        of Issuance Account therein;

                (b) Capitalized Interest Fund;

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                (c) Collection Fund;

                (d) Reserve Fund;

                (e) Remarketing Fee Fund;

                (f) Supplemental Interest Fund;

                (g) Accumulation Fund, including, when necessary, a Class A-6
        Accumulation Account and a Class A-7 Accumulation Account established
        therein;

                (h) Currency Fund, including any Currency Accounts established
        therein; and

                (i) Collateral Fund, including any Currency Swap Agreement
        Collateral Account established therein.

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

        SECTION 5.02. ACQUISITION FUND. There shall be deposited into the
Acquisition Fund from proceeds of the Notes an amount equal to $2,021,807,190.
There shall be deposited into the Prefunding Account of the Acquisition Fund
from the proceeds of the Notes deposited to the Acquisition Fund an amount equal
to $999,754,582 and any amounts transferred to the Acquisition Fund from the
Capitalized Interest Fund pursuant to Section 5.03 hereof. There shall be
deposited into the Costs of Issuance Account of the Acquisition Fund from the
proceeds of the Notes deposited to the Acquisition Fund, an amount equal to
$1,000,000. Financed Eligible Loans shall be held by the Trustee or its agent or
bailee (including the Master Servicer or a Subservicer) and shall be pledged to
the Trust Estate and held as a part of the Acquisition Fund.

        Moneys on deposit in the Costs of Issuance Account of the Acquisition
Fund shall be used, upon Issuer Order, to pay costs of issuance of the Notes,
including the costs related to the purchase of one or more Derivative Products,
if any. Moneys on deposit in the Acquisition Fund, including the Prefunding
Account of the Acquisition Fund, shall be used, upon receipt by the Trustee of
an Eligible Loan Acquisition Certificate, to acquire Eligible Loans (including
any "add-on consolidation loans") at a price not in excess of 100% of the
outstanding principal balance of such Eligible Loans, plus accrued interest. Any
such Issuer Order or Eligible Loan Acquisition Certificate shall state that such
proposed use of moneys in the Prefunding Account of the Acquisition Fund is in
compliance with the provisions of this Indenture. In addition, on each Monthly
Servicing Payment Date or Quarterly Distribution Date, to the extent there are
insufficient Available Funds in the Collection Fund to make one or more of the
transfers required by Section 5.04(b) (other than transfers to fund "add-on
consolidation loans" or repurchase student loans from the Master Servicer, any
Subservicer or any Guaranty Agency as described in clause (a)(i) and (iii) of
the definition of Available Funds) and 5.04(c)(i) through (v) and (x) hereof
(other than Termination Payments), then the Administrator shall instruct the
Trustee in writing to withdraw from the Acquisition Fund (first from the
Prefunding Account and second from the Costs of Issuance Account therein) on


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such Monthly Servicing Payment Date or Quarterly Distribution Date, as the case
may be, an amount of money (but not Eligible Loans) equal to such deficiency and
to deposit such amount in the Collection Fund to the extent moneys are not
available to make such transfers from the Capitalized Interest Fund pursuant to
Section 5.03 hereof. Notwithstanding the foregoing, if any funds or moneys
remain in the Costs of Issuance Account of the Acquisition Fund on the Quarterly
Distribution Date in October of 2006, then the Trustee shall, without direction
from or notice to the Issuer, transfer all such remaining moneys or funds to the
Prefunding Account of the Acquisition Fund on the Quarterly Distribution Date in
October of 2006. Notwithstanding the foregoing, if any funds or moneys remain in
the Prefunding Account of the Acquisition Fund on April 30, 2007, then the
Trustee shall, without direction from or notice to the Issuer, transfer all such
remaining moneys or funds to the Collection Fund on April 30, 2007.

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

        Except (i) as provided in Sections 5.12, 10.03 and 10.04 hereof, (ii)
for consolidation or serialization purposes, (iii) for transfers to a Guaranty
Agency, (iv) for transfers to the Master Servicer or a Subservicer pursuant to
its repurchase obligation under the applicable Master Servicing Agreement or
Subservicing Agreement, (v) for transfers to a Seller pursuant to its repurchase
obligation under its Student Loan Purchase Agreement or (vi) when the Issuer
does not have sufficient moneys in the Collection Fund to fund any required
"add-on consolidation loan" (in which case the Issuer may sell the Financed
Eligible Loan to which such required "add-on consolidation loan" relates),
Financed Eligible Loans shall not be sold, transferred or otherwise disposed of
by the Issuer through the Trustee free from the lien of this Indenture while any
of the Class A Notes are Outstanding. In addition, if necessary for
administrative purposes or if requested by the borrower corresponding to such
Financed Eligible Loan, the Issuer may substitute another Eligible Loan for an
existing Financed Eligible Loan if the substituted Eligible Loan has
characteristics (including principal amount, maturity date and interest rate)
which are substantially similar to the characteristics of the substituted
Financed Eligible Loan, and the collective amount of all such substitutions does
not exceed $10,000,000. The Issuer hereby certifies, upon which the Trustee may
conclusively rely, that any Financed Eligible Loan sold pursuant to this
Indenture shall not be sold for a price less than the Purchase Amount of such
Financed Eligible Loan. The Issuer hereby certifies, upon which the Trustee may
conclusively rely, that any Financed Eligible Loan substituted pursuant to this
Indenture shall have characteristics (including principal amount, maturity date
and interest rate) which are substantially similar to the characteristics of the
substituted Financed Eligible Loan, and the collective amount of all such
substitutions does not exceed $10,000,000. The Issuer shall provide notice to
Moody's, if the principal amount of Financed Eligible Loans sold pursuant to
this Indenture exceeds 10% of the Initial Pool Balance.

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        SECTION 5.03. CAPITALIZED INTEREST FUND. There shall be deposited into
the Capitalized Interest Fund moneys from proceeds of the Notes in an amount
equal to $19,000,000.

        On each Monthly Servicing Payment Date or Quarterly Distribution Date,
to the extent there are insufficient Available Funds in the Collection Fund to
make one or more of the transfers required by Sections 5.04(b) (other than
transfers to fund "add-on consolidation loans" or repurchase student loans from
the Master Servicer, any Subservicer or any Guaranty Agency as described in
clause (a)(i) and (iii) of the definition of Available Funds) and 5.04(c)(i)
through (v) and (x) hereof (other than Termination Payments), then the
Administrator shall instruct the Trustee in writing to withdraw from the
Capitalized Interest Fund on such Monthly Servicing Payment Date or Quarterly
Distribution Date, as the case may be, an amount equal to such deficiency and to
deposit such amount in the Collection Fund. On the Quarterly Distribution Date
in October of 2006, the Trustee shall transfer any amounts in excess of
$6,000,000 on deposit in the Capitalized Interest Fund to the Prefunding Account
of the Acquisition Fund. On the Quarterly Distribution Date in January of 2007,
the Trustee shall transfer any amounts in excess of $4,500,000 on deposit in the
Capitalized Interest Fund to the Prefunding Account of the Acquisition Fund. On
the Quarterly Distribution Date in April of 2007, the Trustee shall transfer any
remaining amounts on deposit in the Capitalized Interest Fund to the Prefunding
Account of the Acquisition Fund.

        SECTION 5.04. COLLECTION FUND.

                (a) DEPOSITS TO COLLECTION FUND. There shall be deposited to the
        Collection Fund (i) all Available Funds, and all other moneys and
        investments derived from assets on deposit in and transfers from the
        Capitalized Interest Fund (as described in Section 5.03 hereof), the
        Acquisition Fund (as described in Section 5.02 hereof), the Remarketing
        Fee Fund (as described in Section 5.06 hereof), the Reserve Fund (as
        described in Section 5.05 hereof) and the Supplemental Interest Fund (as
        described in Section 5.07 hereof), (ii) all Counterparty Payments
        (except those required to be deposited to the Currency Fund), (iii)
        amounts deposited pursuant to Sections 10.03 and 10.04 hereof and (iv)
        any other amounts deposited thereto upon receipt of an Issuer Order.
        Moneys on deposit in the Collection Fund shall be used to make the
        payments described below. The Trustee may conclusively rely on all
        written instructions of the Administrator described in this Indenture
        with no further duty to examine or determine the information contained
        in any Administrator's Quarterly Distribution Date Certificate or Issuer
        Order.

                (b) PAYMENTS ON MONTHLY SERVICING PAYMENT DATES. The
        Administrator shall instruct the Trustee in writing no later than the
        second Business Day preceding each Monthly Servicing Payment Date that
        is not a Quarterly Distribution Date (based on the information contained
        in a certificate of the Administrator (in the form set forth as Exhibit
        C hereto) and the related Servicer's Report, if applicable) to
        distribute to the Master Servicer, on such Monthly Servicing Payment
        Date, from and to the extent of the Available Funds on deposit in the
        Collection Fund (including any amounts transferred from the Capitalized
        Interest Fund pursuant to Section 5.03 hereof, the Acquisition Fund


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        pursuant to Section 5.02 hereof and the Reserve Fund pursuant to Section
        5.05(b) and (c) hereof), the Servicing Fees due with respect to the
        preceding calendar month, and the Trustee shall comply with such
        instructions. Upon written direction from the Administrator to the
        Trustee, moneys in the Collection Fund shall be used on any date to pay,
        when due, fees and expenses insofar as the same relate to Financed
        Eligible Loans and other fees and expenses with respect to the Trust
        Estate the payment of which is not otherwise provided for in subsection
        (c) of this Section, but including amounts described in clause (a)(i),
        (ii) and (iii) of the definition of Available Funds.

                (c) PAYMENTS ON QUARTERLY DISTRIBUTION DATES. The Administrator
        shall instruct the Trustee in writing no later than the second Business
        Day preceding each Quarterly Distribution Date (or the fifth Business
        Day with respect amounts required to paid by the Issuer pursuant to a
        Currency Swap Agreement) (based on the information contained in a
        certificate of the Administrator (in the form set forth as Exhibit D
        hereto or, with respect to amounts required to paid by the Issuer
        pursuant to a Currency Swap Agreement, by an Issuer Order) and the
        related Servicer's Report, if applicable) to make the following deposits
        and distributions from the Available Funds in the Collection Fund
        received during the immediately preceding Collection Period (including
        any amounts transferred from the Capitalized Interest Fund pursuant to
        Section 5.03 hereof, the Acquisition Fund pursuant to Section 5.02
        hereof and the Reserve Fund pursuant to Section 5.05(b) and (c) hereof,
        to the Persons or to the account specified below on such Quarterly
        Distribution Date, in the following order of priority, and the Trustee
        shall comply with such instructions, provided, however, that if the
        Available Funds received during the immediately preceding Collection
        Period are not sufficient to make the payments or deposits required
        pursuant to clauses (i) through (v) of this subsection (c), then, after
        any required transfers from the Acquisition Fund, the Capitalized
        Interest Fund and the Reserve Fund, any other Available Funds on deposit
        in the Collection Fund, which the Administrator would have deemed
        Available Funds for the current Collection Period, may be used to make
        the payments or deposits required pursuant to clauses (i) through (v) of
        this subsection (c):

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

                        (ii) to deposit to the Remarketing Fee Fund as provided
                in Section 5.06 hereof, the Quarterly Funding Amount due on such
                Quarterly Distribution Date;

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

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                        (iv) to (A) pay to the Class A Noteholders of each
                Class, the portion of the Class A Noteholders' Interest
                Distribution Amount payable to such Class on such Quarterly
                Distribution Date (other than to the Noteholders of any Class of
                the Reset Rate Notes if a Currency Swap Agreement with respect
                to interest payments to be made to the Noteholders of any Class
                of the Reset Rate Notes is then in effect) and (B) to pay the
                Counterparty under a Derivative Product (including any Currency
                Swap Agreement with respect to any Class of the Reset Rate
                Notes), any Issuer Derivative Payments owed to such Counterparty
                on such Quarterly Distribution Date (excluding Termination
                Payments other than Priority Termination Payments), pro rata,
                based on amounts owed to each such party, without preference or
                priority of any kind;

                        (v) to pay to the Class B Noteholders, the portion of
                the Class B Noteholders' Interest Distribution Amount payable on
                such Quarterly Distribution Date, pro rata, based on amounts
                owed to each such party, without preference or priority of any
                kind;

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

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

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

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

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

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

                                (E) to pay to the Class A-5 Noteholders until
                        the Class A-5 Notes have been paid in full;

                                (F) to pay to the Class A-6 Noteholders until
                        the Class A-6 Notes have been paid in full; provided,
                        however, (I) if the Class A-6 Notes are then denominated
                        in U.S. Dollars and are then structured not to receive a
                        payment of principal until the end of the related Reset
                        Period, principal payments will be allocated to the
                        Class A-6 Accumulation Account, until amounts on deposit
                        therein are sufficient to reduce the Outstanding Amount
                        of the Class A-6 Notes to zero, and (II) if the Class
                        A-6 Notes are in a Foreign Exchange Mode, such principal
                        payments either (x) will be made to the related Currency
                        Swap Counterparty or Counterparties or (y) if the Class


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                        A-6 Notes are then structured not to receive a payment
                        of principal until the end of the related Reset Period,
                        such payments will be allocated to the Class A-6
                        Accumulation Account, until the U.S. Dollar Equivalent
                        Principal Amount of such Class A-6 Notes has been
                        distributed to the related Currency Swap Counterparty or
                        Counterparties or allocated to the Class A-6
                        Accumulation Account; and provided further that for
                        purposes of this clause (F), the Outstanding Amount of
                        the Class A-6 Notes will be deemed to have been reduced
                        by any amounts (less any investment earnings) on deposit
                        in the Class A-6 Accumulation Account; and

                                (G) to pay to the Class A-7 Noteholders until
                        the Class A-7 Notes have been paid in full; provided,
                        however, (I) if the Class A-7 Notes are then denominated
                        in U.S. Dollars and are then structured not to receive a
                        payment of principal until the end of the related Reset
                        Period, principal payments will be allocated to the
                        Class A-7 Accumulation Account, until amounts on deposit
                        therein are sufficient to reduce the Outstanding Amount
                        of the Class A-7 Notes to zero, and (II) if the Class
                        A-7 Notes are in a Foreign Exchange Mode, such principal
                        payments either (x) will be made to the related Currency
                        Swap Counterparty or Counterparties or (y) if the Class
                        A-7 Notes are then structured not to receive a payment
                        of principal until the end of the related Reset Period,
                        such payments will be allocated to the Class A-7
                        Accumulation Account, until the U.S. Dollar Equivalent
                        Principal Amount of such Class A-7 Notes has been
                        distributed to the related Currency Swap Counterparty or
                        Counterparties or allocated to the Class A-7
                        Accumulation Account; and provided further that for
                        purposes of this clause (G), the Outstanding Amount of
                        the Class A-7 Notes will be deemed to have been reduced
                        by any amounts (less any investment earnings) on deposit
                        in the Class A-7 Accumulation Account;

                        (viii) to deposit to the Supplemental Interest Fund, an
                amount equal to the Supplemental Interest Deposit Amount;

                        (ix) on and after the Stepdown Date, and provided that
                no Trigger Event is in effect on such Quarterly Distribution
                Date, to the Class B Noteholders, the Class B Principal
                Distribution Amount;

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

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

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

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                        (xiii) to the Administrator to reimburse it for any
                payments made by it to the Remarketing Agents pursuant to the
                Remarketing Agreement;

                        (xiv) in the event the Financed Eligible Loans are not
                sold pursuant to Sections 10.03 or 10.04 hereof, to pay as an
                accelerated payment of principal balance of the Class A-1 Notes,
                the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
                the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes
                and the Class B Notes then Outstanding, to the Noteholders in
                the same order and priority as is set forth in clauses (vii)(A)
                through (G) and (ix) of this subsection (c) until the principal
                amount of the Notes is paid in full; and

                        (xv) subject to the remaining provisions of this
                Section, to pay to the Depositor any remaining funds.

               Amounts that would be paid to each Currency Swap Counterparty
        pursuant to clauses (iv), (vii)(F), (vii)(G) or (xii) of this subsection
        (c), with respect to payments of interest on any Class of the Reset Rate
        Notes if that Class of the Reset Rate Notes bears a fixed rate of
        interest or with respect to payments of principal on any Class of the
        Reset Rate Notes then in a Foreign Exchange Mode, will be determined on
        or before the fifth Business Day preceding each Quarterly Distribution
        Date and will be paid by the Issuer as set forth in the applicable Swap
        Agreement (or, with respect to a Quarterly Distribution Date that
        coincides with a Reset Date resulting in a successful remarketing of the
        Reset Rate Notes if that Class of the Reset Rate Notes is then in a
        Foreign Exchange Mode, payments under the related Swap Agreement will be
        made on such Quarterly Distribution Date).

               Amounts properly distributed to the Depositor pursuant to clause
        (vi) or (xv) of this subsection (c) shall be deemed released from the
        Trust Estate and the security interest therein granted to the Trustee,
        and the Depositor shall in no event thereafter be required to refund any
        such distributed amounts.

               The Administrator shall, or shall direct the Trustee to, notify
        the Rating Agencies, by forwarding a copy of Exhibit D hereto, if the
        Available Funds received during the immediately preceding Collection
        Period are not sufficient to make the payments or deposits required
        pursuant to clauses (i) through (v) of this subsection (c), after any
        required transfers from the Acquisition Fund, the Capitalized Interest
        Fund and the Reserve Fund, and such payments or deposits were made with
        other Available Funds on deposit in the Collection Fund.

               Subject to the provisions of Section 7.05 and 7.07 hereof, the
        Issuer hereby certifies that the amounts paid to the Trustee and the
        Delaware Trustee (but not the Master Servicer) pursuant to clause (i)
        above and the Administration Fee pursuant to clause (ii) above, shall
        not in any one Fiscal Year exceed the amount or percentage designated
        therefor in the cash flows provided to each Rating Agency on each Date
        of Issuance, unless the Issuer, after furnishing each Rating Agency with
        revised cash flows, shall have received a Rating Confirmation.

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<PAGE>

               In the event that a Termination Payment is owed by the Issuer to
        any Counterparty and a Replacement Transaction is procured by the Issuer
        under which the replacement Counterparty makes a payment to the Issuer,
        the Issuer will pay that amount directly to the original Counterparty to
        the extent that a Termination Payment is owed by the Issuer to that Swap
        Counterparty. If after making that payment, the original Counterparty is
        still owed a payment, then the remaining amount will be paid as set
        forth in clause (xii) of this subsection (c).

               If a Currency Swap Agreement terminates, amounts that would have
        otherwise been paid to the related Currency Swap Counterparty under the
        related Currency Swap Agreement will be used to make payments to the
        Noteholders of the related Class of Reset Rate Notes in an amount in
        Euros, Pounds Sterling or any other applicable non-U.S. Dollar currency
        equal to the payment that would have been made by the related Currency
        Swap Counterparty to the Issuer. If this occurs, the Administrator, on
        behalf of the Issuer, will exchange, or will instruct the Trustee to
        exchange, U.S. Dollars for Euros, Pounds Sterling or any other
        applicable non-U.S. Dollar currency in order to make distributions to
        the Noteholders of the related Class of Reset Rate Notes.

        SECTION 5.05. RESERVE FUND.

                (a) On the Date of Issuance, the Trustee shall deposit
        $5,092,810 into the Reserve Fund. Thereafter, the Trustee shall transfer
        to the Reserve Fund from the Collection Fund all amounts designated for
        transfer thereto pursuant to Section 5.04(c)(x) hereof.

                (b) On each Monthly Servicing Payment Date or Quarterly
        Distribution Date, to the extent there are insufficient Available Funds
        in the Collection Fund to make one or more of the transfers required by
        Sections 5.04(b) (other than transfers to fund "add-on consolidation
        loans" or repurchase student loans from the Master Servicer, any
        Subservicer or any Guaranty Agency as described in clause (a)(i) and
        (iii) of the definition of Available Funds) and 5.04(c)(i) through
        (c)(v) hereof (other than Termination Payments), then the Administrator
        shall instruct the Trustee in writing to withdraw from the Reserve Fund
        on such Monthly Servicing Payment Date or Quarterly Distribution Date,
        as the case may be, an amount equal to such deficiency and to deposit
        such amount in the Collection Fund to the extent moneys are not
        available to make such transfers from the Capitalized Interest Fund
        pursuant to Section 5.03 hereof or the Acquisition Fund pursuant to
        Section 5.02 hereof. Additionally, if on the Note Final Maturity Date
        for a Class of Notes, and after giving effect to the distribution of the
        Available Funds on such Note Final Maturity Date, the principal amount
        of such Class of Notes will not be reduced to zero, the Administrator
        shall instruct the Trustee in writing to withdraw from the Reserve Fund
        on such Note Final Maturity Date an amount equal to the amount needed to
        reduce the principal amount of such Class of Notes to zero and to
        deposit such amount in the Collection Fund for application to payment of
        the Outstanding Amount of such Class of Notes.

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

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

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

        SECTION 5.06. REMARKETING FEE FUND.

                (a) DEPOSITS TO THE REMARKETING FEE FUND. On each Quarterly
        Distribution Date, an amount up to the Quarterly Funding Amount shall be
        deposited to the Remarketing Fee Fund pursuant to Section 5.04(c)(ii)
        hereof.

                (b) USE OF MONEYS IN THE REMARKETING FEE FUND. Amounts on
        deposit in the Remarketing Fee Fund shall be used to pay the Remarketing
        Fees due on any Class of the Reset Rate Notes on its corresponding Reset
        Date. If the amount on deposit in the Remarketing Fee Fund on any
        Quarterly Distribution Date, after the payment of any Remarketing Fees
        due on such Quarterly Distribution Date, exceeds the sum of the Reset
        Period Target Amounts for the Reset Rate Notes, the Issuer may direct
        the Trustee to transfer such excess to the Collection Fund on such
        Quarterly Distribution Date. In the event that the fees owed to any
        Remarketing Agent on a Reset Date exceed the amount then on deposit for
        such purposes in the Remarketing Fee Fund, such shortfall shall be paid
        on future Quarterly Distribution Dates. The Issuer shall also be
        responsible for certain costs and expenses to the extent set forth in
        Section 3 of the Remarketing Agreement, which shall be paid on each
        Quarterly Distribution Date from the Collection Fund pursuant to Section
        5.04(c)(ii) hereof to the extent funds are available therefor. If on any
        Quarterly Distribution Date a Class A-1 Note Interest Shortfall, a Class
        A-2 Note Interest Shortfall, a Class A-3 Note Interest Shortfall, a
        Class A-4 Note Interest Shortfall, a Class A-5 Note Interest Shortfall,
        a Class A-6 Note Interest Shortfall or a Class A-7 Note Interest
        Shortfall would exist, or if on the Note Final Maturity Date for any


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        Class of the Class A Notes, Available Funds would not be sufficient to
        reduce the principal balance of that Class of the Class A Notes to zero,
        the amount of such Class A-1 Note Interest Shortfall, Class A-2 Note
        Interest Shortfall, Class A-3 Note Interest Shortfall, Class A-4 Note
        Interest Shortfall, Class A-5 Note Interest Shortfall, Class A-6 Note
        Interest Shortfall, Class A-7 Note Interest Shortfall or principal
        deficiency, as applicable, to the extent sums are on deposit in the
        Remarketing Fee Fund, shall be withdrawn from the Remarketing Fee Fund
        and used for payment of interest or principal on the Class A Notes if
        sufficient funds are not available from the Collection Fund, the
        Capitalized Interest Fund, the Acquisition Fund and the Reserve Fund.

        SECTION 5.07. SUPPLEMENTAL INTEREST FUND.

                (a) DEPOSITS TO THE SUPPLEMENTAL INTEREST FUND. Amounts
        transferred from the Collection Fund pursuant to Section 5.04(c)(viii)
        hereof representing a Supplemental Interest Deposit Amount shall be
        deposited to the Supplemental Interest Fund.

                (b) USE OF MONEYS IN THE SUPPLEMENTAL INTEREST FUND. All amounts
        deposited to the Supplemental Interest Fund shall be transferred to the
        Collection Fund on the next succeeding Quarterly Distribution Date.

        SECTION 5.08. ACCUMULATION FUND.

                (a) If a Class of the Reset Rate Notes is structured to receive
        a payment of principal only at the end of the related Reset Period,
        amounts transferred pursuant to subsection (c)(vii) of Section 5.04
        hereof to pay principal on such Class of the Reset Rate Notes shall be
        deposited to an Accumulation Account with respect to such Class of the
        Reset Rate Notes within the Accumulation Fund.

                (b) If any Class of the Reset Rate Notes is denominated in U.S.
        Dollars and is structured during the then-current Reset Period not to
        receive a payment of principal until the end of the related Reset
        Period, the Administrator shall instruct the Trustee in writing no later
        than one Business Day preceding each Quarterly Distribution Date that is
        also a Reset Date, to withdraw from the related Accumulation Account on
        such Quarterly Distribution Date (after any additional allocations of
        principal are made to that Accumulation Account on such Quarterly
        Distribution Date) the amount (less any investment earnings) on deposit
        in such Accumulation Account and distribute (by 1:00 p.m. (New York
        time) on the related Quarterly Distribution Date) such amounts to the
        Noteholders of the related Reset Rate Notes as of the immediately
        current Record Date, pro rata, as a payment of principal as set forth in
        Section 5.04(c)(vii) hereof. If any Class of Reset Rate Notes is in a
        Foreign Exchange Mode and is structured during the then-current Reset
        Period not to receive a payment of principal until the end of the
        related Reset Period and a Currency Swap Agreement is in effect for
        those Reset Rate Notes, the Administrator shall instruct the Trustee in
        writing no later than five Business Days preceding each Quarterly
        Distribution Date that is also a Reset Date, to withdraw from the
        related Accumulation Account on such Quarterly Distribution Date (after
        any additional allocations of principal are made to that account on such
        Quarterly Distribution Date) the amount (less any investment earnings)

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        on deposit in the such Accumulation Account and deliver such amounts to
        the related Currency Swap Counterparty or Counterparties in exchange for
        the amount of the applicable non-U.S. Dollar currency, determined using
        the exchange rate set forth in the related Currency Swap Agreement, for
        payment to the related Noteholders of the Reset Rate Notes as of the
        immediately preceding Record Date, pro rata, as a payment of principal
        as set forth in Section 5.04(c)(vii) hereof. Amounts (less any
        investment earnings) on deposit in an Accumulation Account may be used
        only to pay principal on the related Class of Reset Rate Notes (or to
        the related Currency Swap Counterparty or Counterparties) and for no
        other purpose. If no Currency Swap Agreement is in effect for those
        Reset Rate Notes, such payment shall be made as set forth in Section
        5.04 hereof.

                (c) In the event that on any Quarterly Distribution Date the
        amount (less any Investment Earnings) on deposit for any Class of Reset
        Rate Notes in the related Accumulation Account, including amounts
        deposited on that Quarterly Distribution Date, would equal the
        Outstanding Amount of that Class of Reset Rate Notes, then no additional
        amounts will be deposited into the related Accumulation Account and all
        amounts therein, less any investment earnings, will be distributed on
        the next related Reset Date, pursuant to subsection (b) of this Section,
        and the Outstanding Amount of that Class of Reset Rate Notes will be
        reduced to zero.

        SECTION 5.09. CURRENCY FUND.

                (a) On the Date of Issuance, with respect to the Class A-7 Notes
        for the initial Reset Period, and on each Reset Date when any Class of
        Reset Rate Notes is reset to be denominated in a currency other than
        U.S. Dollars during the next Reset Period, the Issuer shall establish
        and maintain a Currency Account for the related Class of Reset Rate
        Notes.

                (b) Any payments in the related currency received from any
        Currency Swap Counterparty will be deposited into the related Currency
        Account for the benefit of the Noteholders of the related Class of the
        Reset Rate Notes.

                (c) The Administrator shall instruct the Trustee to direct the
        London Paying Agent in writing no later than the Business Day preceding
        each Quarterly Distribution Date to distribute all amounts on deposit in
        the applicable Currency Account to the Noteholders of the related Class
        of the Reset Rate Notes by 10:00 a.m. (London time) on the related
        Quarterly Distribution Date; provided, however, that with respect to any
        Quarterly Distribution Date that coincides with a Reset Date when any
        Class of the Reset Rate Notes is then in a Foreign Exchange Mode, the
        Administrator will instruct the London Paying Agent to distribute the
        amounts in the applicable Currency Account to the Noteholders of the
        related Class of the Reset Rate Notes by 3:30 p.m. (London time) on the
        date the London Paying Agent receives such amounts (unless the amounts
        are not received prior to 10:00 a.m. (London time), then such
        distribution shall be on the next Business Day). If the related Currency
        Swap Agreement is not in effect, the Administrator shall cause U.S.
        Dollars to be converted into such other applicable non-U.S. Dollar
        currency in amounts sufficient to make the distributions specified in
        this Indenture.

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        SECTION 5.10. COLLATERAL FUND. In the event that pursuant to the terms
of any applicable Currency Swap Agreement, a related Currency Swap Counterparty
(or its credit support provider) is required to deposit cash or securities as
collateral to secure its obligations ("Swap Collateral"), the Trustee shall
establish and maintain one or more Accounts within the Collateral Fund in the
name of the Trustee for the benefit of the Issuer and the Noteholders (each a
"Currency Swap Agreement Collateral Account") upon written notice from the
Issuer. All sums on deposit and securities held in any Currency Swap Agreement
Collateral Account shall be used only for the purposes set forth in the related
credit support agreement to be entered into between the Issuer and the related
Currency Swap Counterparty (a "Credit Support Agreement"). Amounts on deposit in
any Currency Swap Agreement Collateral Account may be invested in Investment
Securities at the written direction of the related Swap Counterparty and on each
Quarterly Distribution Date, all investment earnings actually received by the
Trustee on amounts on deposit in a Currency Swap Agreement Collateral Account or
on securities held by the Trustee as Swap Collateral shall be paid directly to
the related Swap Counterparty and not become part of Available Funds in
accordance with the terms of the Credit Support Agreement. All amounts deposited
in a Currency Swap Agreement Collateral Account shall be paid to the Issuer (and
become part of Available Funds on the related Quarterly Distribution Date) or
returned to the related Swap Counterparty, from time to time, in accordance with
the provisions set forth in the related Credit Support Agreement. The Trustee
shall be entitled to conclusively rely on the written instructions of the Issuer
or the Administrator with respect to sums on deposit in the Collateral Fund and
any Currency Swap Agreement Collateral Account without responsibility to know or
determine the purpose or provisions set forth in the related Collateral Support
Agreement.

        SECTION 5.11. INVESTMENT OF FUNDS HELD BY TRUSTEE. The Trustee is hereby
directed to enter into the Investment Agreement. In addition, the Trustee shall
invest money held for the credit of any Fund or Account or Subaccount held by
the Trustee hereunder (other than any Currency Account) as directed in writing
(or orally, confirmed in writing) by an Authorized Representative of the Issuer,
to the fullest extent practicable and reasonable, in Investment Securities which
shall mature or be redeemed at the option of the holder prior to the respective
dates when the money held for the credit of such Fund or Account will be
required for the purposes intended. In the absence of any such direction and to
the extent practicable, the Trustee shall invest amounts held hereunder in those
Investment Securities described in clause (k) of the definition of the
Investment Securities. All such investments shall be held by (or by any
custodian on behalf of) the Trustee for the benefit of the Issuer; provided that
on the Business Day preceding each Quarterly Distribution Date all interest and
other investment income collected (net of losses and investment expenses) on
funds on deposit therein (other than in any Currency Account) shall be deposited
into the Collection Fund and shall be deemed to constitute a portion of the
Available Funds. The Trustee and the Issuer hereby agree that unless an Event of
Default shall have occurred hereunder, the Issuer acting by and through an
Authorized Representative shall be entitled to, and shall, provide written
direction or oral direction confirmed in writing to the Trustee with respect to
any discretionary acts required or permitted of the Trustee under any Investment
Securities and the Trustee shall not take such discretionary acts without such
written direction.

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

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

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

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

        SECTION 5.12. RELEASE.

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

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

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

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

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

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

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

                (a) default in the due and punctual payment of any interest on
        any Note when the same becomes due and payable, and such default shall
        continue for a period of five (5) days; provided, however, that a
        default in the due and punctual payment of any interest on any Class B
        Note shall not be an Event of Default if any Class A Notes are
        Outstanding;

                (b) default in the due and punctual payment of the principal of
        any Note when the same becomes due and payable on the related Note Final
        Maturity Date; provided, however, that a default in the due and punctual
        payment of principal on any Class B Note shall not be an Event of
        Default if any Class A Notes are Outstanding;

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

                (d) the occurrence of an Event of Bankruptcy.

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

        SECTION 6.02. REMEDY ON DEFAULT; POSSESSION OF TRUST ESTATE. Subject to
Sections 6.08, 7.05 and 7.07 hereof, upon the happening and continuance of any
Event of Default, the Trustee or by its attorneys or agents may enter into and
upon and take possession of such portion of the Trust Estate as shall be in the
custody of others, and all property comprising the Trust Estate, and each and
every part thereof, and exclude the Issuer and its agents, servants and
employees wholly therefrom, and have, hold, use, operate, manage, and control
the same and each and every part thereof, and in the name of the Issuer or
otherwise, as they shall deem best, conduct the business thereof and exercise
the privileges pertaining thereto and all the rights and powers of the Issuer
and use all of the then existing Trust Estate for that purpose, and collect and
receive all charges, income and Available Funds of the same and of every part
thereof, and after deducting therefrom all expenses incurred hereunder and all
other proper outlays herein authorized, and all payments which may be made as
just and reasonable compensation for its own services, and for the services of
its attorneys, agents, and assistants, the Trustee shall apply the rest and
residue of the money received by the Trustee as follows: FIRST, (a) to the
applicable Registered Owners of each Class of the Reset Rate Notes then
denominated in U.S. Dollars and then structured not to receive a payment of
principal until the end of its related Reset Period, the amount, if any, on
deposit in the related Accumulation Account for such Class of the Reset Rate
Notes (excluding any investment earnings thereon) in reduction of the
Outstanding Amount of such Reset Rate Notes until they are paid in full; and/or
(b) to the related Currency Swap Counterparty if any Class of the Reset Rate
Notes is then in a Foreign Exchange Mode and is then structured not to receive a
payment of principal until the end of its related Reset Period, the amount, if
any, on deposit in the related Accumulation Account for such Class of the Reset
Rate Notes (excluding any investment earnings thereon) in reduction of the
Outstanding Amount of such Class of the Reset Rate Notes until they are paid in
full;

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

               THIRD, to the Master Servicer, any Servicing Fees, due to such
        party and remaining unpaid;

               FOURTH, pro rata, based on amounts due and owing, (i) to the
        Counterparties, pro rata, without preference or priority of any kind, in
        proportion to their respective entitlements under the applicable
        Derivative Products (excluding all Termination Payments other than


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        Priority Termination Payments), (ii) to the Class A Noteholders (other
        than any Noteholders of any Class of the Notes if a Derivative Product
        with respect to interest payments to be made to the Noteholders of such
        Class of the Notes is then in effect) of each Class for amounts due and
        unpaid on each such Class of the Class A Notes for interest, ratably,
        without preference or priority of any kind, according to the amounts due
        and payable on each such Class of the Class A Notes for such interest,
        (iii) if a Derivative Product is then in effect with respect to interest
        payments to be made to the Noteholders of a Class of the Notes, to the
        Counterparty for such Derivative Product, the amount of any Issuer
        Derivative Payments due and payable (other than as paid to that
        Counterparty under clause FIRST above); and (iv) if any Derivative
        Product with respect to a Class of the Reset Rate Notes has been
        terminated, to the related Counterparty, the amount of any Priority
        Termination Payments due to such Counterparty;

               FIFTH, (a) if any Class of the Reset Rate Notes is in a Foreign
        Exchange Mode, pro rata (i) to Class A Noteholders (other than the
        Noteholders of a Class of the Reset Rate Notes in a Foreign Exchange
        Mode) for amounts due and unpaid on the Class A Notes for principal,
        ratably, without preference or priority of any kind, according to the
        amounts due and payable on the Class A Notes for principal, and (ii) to
        the applicable Currency Swap Counterparties an amount sufficient to
        reduce the U.S. Dollar Equivalent Principal Amount of each Class of the
        Reset Rate Notes in a Foreign Exchange Mode to zero; or (b) if each
        Class of the Reset Rate Notes is then denominated in U.S. Dollars, pro
        rata to the Class A Noteholders for amounts due and unpaid on the Class
        A Notes for principal, ratably, without preference or priority of any
        kind, according to the amounts due and payable on the Class A Notes for
        principal;

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

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

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

               NINTH, to the Remarketing Agents, any due and unpaid Remarketing
        Fees payable by the Issuer to the extent not previously paid from
        amounts on deposit in the Remarketing Fee Fund;

               TENTH, sequentially, first to the Remarketing Agents, and second
        to the Administrator for any advances made on behalf of the Issuer, in
        each case, for payment of certain costs and expenses as set forth in
        Section 3 of the Remarketing Agreement in connection with the
        remarketing of any Class of the Reset Rate Notes not previously
        reimbursed by the Issuer;

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

               TWELFTH, to the Issuer.

        If the Issuer has entered into a Currency Swap Agreement and such
Currency Swap Agreement terminates, amounts that would have otherwise been paid
to the related Currency Swap Counterparty (other than amounts payable as a
Termination Payment thereunder) will be used to make payments to the related
Class of the Reset Rate Noteholders in an amount in the applicable non-U.S.
Dollar currency, equal to the payment that the related Currency Swap
Counterparty would have made. If this occurs, the Issuer will exchange U.S.
Dollars for the applicable non-U.S. Dollar currency in order to make
distributions on the applicable Class of the Reset Rate Notes.

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

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

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

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

        Notwithstanding the foregoing, the Trustee is prohibited from selling
the Financed Eligible Loans following an Event of Default, other than a default
in the payment of any principal or interest on any Note, unless:

                (a) The Registered Owners of all of the Highest Priority
        Obligations at the time Outstanding consent to such a sale;

                (b) The proceeds of such a sale will be sufficient to discharge
        all the Outstanding Obligations pursuant to Article X hereof at the date
        of such a sale; or

                (c) The Issuer, or the Administrator on behalf of the Issuer,
        determines that the collections on the Financed Eligible Loans would not
        be sufficient on an ongoing basis to make all payments on such
        Obligations as such payments would have become due if such Obligations
        had not been declared due and payable, and the Trustee obtains the
        consent of the Registered Owners of at least 66-2/3% of the aggregate
        principal amount of the Highest Priority Obligations at the time
        Outstanding.

Such a sale shall also require the consent of all the Registered Owners of the
Class B Notes unless the proceeds of such a sale would be sufficient to
discharge the Class B Notes pursuant to Article X hereof at the date of such a
sale.

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

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

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

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

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

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

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

                        (ii) all sums paid or advanced by the Trustee hereunder
                and the reasonable compensation, expenses, disbursements and
                advances of the Trustee, the Master Servicer, any Subservicer,
                the Delaware Trustee, any Remarketing Agent and their agents and
                counsel; and

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

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

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

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

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

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

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

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

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

        SECTION 6.11. DIRECTION OF TRUSTEE. Upon the happening of any Event of
Default, the Registered Owners of at least 51% of the collective aggregate
principal amount of the Highest Priority Obligations then Outstanding, shall
have the right by an instrument or instruments in writing delivered to the
Trustee to direct and control the Trustee as to the method of taking any and all
proceedings for any sale of any or all of the Trust Estate, or for the
appointment of a receiver, if permitted by law, and may at any time cause any
proceedings authorized by the terms hereof to be so taken or to be discontinued
or delayed; provided, however, that such Registered Owners shall not be entitled
to cause the Trustee to take any proceedings which in the Trustee's opinion
would be unjustly prejudicial to non-assenting Registered Owners of Obligations,
but the Trustee shall be entitled to assume that the action requested by the
Registered Owners of at least 51% of the collective aggregate principal amount
of the Highest Priority Obligations then Outstanding will not be prejudicial to
any non-assenting Registered Owners unless the Registered Owners of more than
50% of the collective aggregate principal amount of the non-assenting Registered
Owners of such Obligations, in writing, show the Trustee how they will be
prejudiced. Provided, however, that anything in this Indenture to the contrary


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notwithstanding, the Registered Owners of a majority of the collective aggregate
principal amount of the Highest Priority Obligations then Outstanding together
with the Registered Owners of a majority of the collective aggregate principal
amount of all other Obligations then Outstanding shall have the right, at any
time, by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this
Indenture, or for the appointment of a receiver or any other proceedings
hereunder, provided that such direction shall not be otherwise than in
accordance with the provisions of law and of this Indenture. The provisions of
this Section shall be expressly subject to the provisions of Sections 7.01(c),
7.05 and 7.07 hereof.

        SECTION 6.12. RIGHT TO ENFORCE IN TRUSTEE. No Registered Owner of any
Obligation shall have any right as such Registered Owner to institute any suit,
action or proceedings for the enforcement of the provisions of this Indenture or
for the execution of any trust hereunder or for the appointment of a receiver or
for any other remedy hereunder, all rights of action hereunder being vested
exclusively in the Trustee, unless and until such Registered Owner shall have
previously given to the Trustee written notice of a default hereunder, and of
the continuance thereof, and also unless the Registered Owners of the requisite
principal amount of the Obligations then Outstanding shall have made written
request upon the Trustee and the Trustee shall have been afforded reasonable
opportunity to institute such action, suit or proceeding in its own name, and
unless the Trustee shall have been offered indemnity and security satisfactory
to it against the costs, expenses and liabilities to be incurred therein or
thereby, which offer of indemnity shall be an express condition precedent
hereunder to any obligation of the Trustee to take any such action hereunder,
and the Trustee for 30 days after receipt of such notification, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding. It is understood and intended that no one or more Registered Owners
of the Obligations shall have the right in any manner whatever by his or their
action to affect, disturb or prejudice the lien of this Indenture or to enforce
any right hereunder except in the manner herein provided and for the equal
benefit of the Registered Owners of not less than a majority of the collective
aggregate principal amount of the Obligations then Outstanding.

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

        SECTION 6.14. WAIVERS OF EVENTS OF DEFAULT. The Trustee may in its
discretion waive any Event of Default hereunder and its consequences and rescind
any declaration of acceleration of Obligations, and shall do so upon the written
request of the Registered Owners of at least a majority of the collective
aggregate principal amount of the Highest Priority Obligations then Outstanding;
provided, however, that there shall not be waived (a) any Event of Default in
the payment of the principal of or premium on any Outstanding Obligations at the
date of maturity thereof, or any default in the payment when due of the interest
on any such Obligations, unless prior to such waiver or rescission, all arrears
of interest or all arrears of payments of principal and all expenses of the


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Trustee, in connection with such default shall have been paid or provided for;
or (b) any default in the payment of amounts set forth in Sections 7.05 and 7.07
hereof. In case of any such waiver or rescission, or in case any proceedings
taken by the Trustee on account of any such default shall have been discontinued
or abandoned or determined adversely to the Trustee, then and in every such case
the Issuer, the Trustee and the Registered Owners of Obligations shall be
restored to their former positions and rights hereunder respectively, but no
such waiver or rescission shall extend to or affect any subsequent or other
default, or impair any rights or remedies consequent thereon. The Trustee shall
give written notice to each Rating Agency of any waiver of an Event of Default
pursuant to this Section.

                                   ARTICLE VII

                                   THE TRUSTEE

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

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

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

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

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

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

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

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        SECTION 7.03. AS TO FILING OF INDENTURE. The Trustee shall be under no
duty (a) to file or record, or cause to be filed or recorded, this Indenture or
any instrument supplemental hereto, (b) to procure any further order or
additional instruments of further assurance, (c) to see to the delivery to it of
any personal property intended to be mortgaged or pledged hereunder or
thereunder, (d) to do any act which may be suitable to be done for the better
maintenance of the lien or security hereof (other than the filing of any
continuation (but not initial) statements), or (e) to give notice of the
existence of such lien, or for extending or supplementing the same or to see
that any rights to the Trust Estate and Funds intended now or hereafter to be
transferred in trust hereunder are subject to the lien hereof. The Trustee shall
not be liable for failure of the Issuer to pay any tax or taxes in respect of
such property, or any part thereof, or the income therefrom or otherwise, nor
shall the Trustee be under any duty in respect of any tax which may be assessed
against it or the Registered Owners in respect of such property or pledged to
the Trust Estate. The Trustee agrees to prepare, request that the Issuer execute
(if such execution is necessary for any such filing) and file in a timely manner
(if received from the Issuer in a timely manner) with any necessary execution by
the Issuer, the continuation statements referred to herein; provided, that the
Trustee shall have no responsibility for the sufficiency, adequacy or priority
of any initial filing and in the absence of written notice to the contrary by
the Issuer or other Authorized Representative, may rely and shall be protected
in relying on all information and exhibits in such initial filings for the
purposes of any continuation statements.

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

        SECTION 7.05. INDEMNIFICATION OF TRUSTEE. Other than with respect to its
duties to make payment on the Obligations when due, and its duty to pursue the
remedy of acceleration as provided in Sections 6.02 and 6.08 hereof, for each of
which no additional security or indemnity may be required, the Trustee shall be
under no obligation or duty to perform any act at the request of Registered
Owners or to institute or defend any suit in respect thereof unless properly
indemnified and provided with security to its satisfaction as provided in
Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be
deemed to have knowledge, of any default or Event of Default of the Issuer
hereunder and may conclusively assume that there has been no such default or
Event of Default (other than an Event of Default described in Section 6.01(a) or
(b) hereof) unless and until it shall have been specifically notified in writing
at the address in Section 9.01 hereof of such default or Event of Default by (a)
the Registered Owners of the required percentages in principal amount of the
Obligations then Outstanding hereinabove specified or (b) an Authorized
Representative of the Issuer. However, the Trustee may begin suit, or appear in
and defend suit, execute any of the trusts hereby created, enforce any of its
rights or powers hereunder, or do anything else in its judgment proper to be
done by it as Trustee, without assurance of reimbursement or indemnity, and in
such case the Trustee shall be reimbursed or indemnified by the Registered
Owners requesting such action, if any, or the Issuer in all other cases, for all
fees, costs and expenses, liabilities, outlays and counsel fees and other
reasonable disbursements properly incurred in connection therewith, unless such
costs and expenses, liabilities, outlays and attorneys' fees and other
reasonable disbursements properly incurred in connection therewith are


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adjudicated to have resulted from the negligence or willful misconduct of the
Trustee. In furtherance and not in limitation of this Section, the Trustee shall
not be liable for, and shall be held harmless by the Issuer from, following any
Issuer Orders, instructions or other directions upon which the Trustee is
authorized to rely pursuant to this Indenture or any other agreement to which it
is a party. If the Issuer or the Registered Owners, as appropriate, shall fail
to make such reimbursement or indemnification, the Trustee may reimburse itself
from any money in its possession under the provisions of this Indenture, subject
only to the prior lien of the Notes for the payment of the principal thereof,
premium, if any, and interest thereon from the Collection Fund. None of the
provisions contained in this Indenture or any other agreement to which it is a
party shall require the Trustee to act or to expend or risk its own funds or
otherwise incur individual financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers if the Registered
Owners shall not have offered security and indemnity acceptable to it or if it
shall have reasonable grounds for believing that prompt repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

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

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

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

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

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

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

        SECTION 7.08. CREDITOR RELATIONSHIPS. The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship
listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned
or been removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent indicated therein. The Trustee may act as depository for, and permit
any of its officers or directors to act as a member of, or act in any other
capacity in respect to, any committee formed to protect the rights of the
Registered Owners or to effect or aid in any reorganization growing out of the
enforcement of the Notes or of this Indenture, whether or not any such committee
shall represent the Registered Owners of more than 60% of the collective
aggregate principal amount of the Outstanding Obligations.

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

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

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

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

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

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        SECTION 7.12. MANNER OF VESTING TITLE IN TRUSTEE. Any successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
Trustee, and also to the Issuer, an instrument accepting such appointment
hereunder, and thereupon such successor Trustee, without any further act, deed
or conveyance shall become fully vested with all the estate, properties, rights,
powers, trusts, duties and obligations of its predecessors in trust hereunder
(except that the predecessor Trustee shall continue to have the benefits to
indemnification hereunder together with the successor Trustee), with like effect
as if originally named as Trustee herein; but the Trustee ceasing to act shall
nevertheless, on the written request of an Authorized Representative of the
Issuer, or an authorized officer of the successor Trustee, execute, acknowledge
and deliver such instruments of conveyance and further assurance and do such
other things as may reasonably be required for more fully and certainly vesting
and confirming in such successor Trustee all the right, title and interest of
the Trustee which it succeeds, in and to the Trust Estate and such rights,
powers, trusts, duties and obligations, and the Trustee ceasing to act also,
upon like request, pay over, assign and deliver to the successor Trustee any
money or other property or rights subject to the lien of this Indenture,
including any pledged securities which may then be in its possession. Should any
deed or instrument in writing from the Issuer be required by the successor
Trustee for more fully and certainly vesting in and confirming to such new
Trustee such estate, properties, rights, powers and duties, any and all such
deeds and instruments in writing shall on request be executed, acknowledged and
delivered by the Issuer.

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

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

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

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

        SECTION 7.16. SERVICING AGREEMENTS. The Trustee acknowledges the receipt
of copies of the Master Servicing Agreement and Subservicing Agreements
described in Section 4.04 hereof.

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

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

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

        SECTION 7.18. NOTICES TO RATING AGENCIES. It shall be the duty of the
Issuer to notify each Rating Agency then rating any of the Notes of (a) any
amendment, change, expiration, extension or renewal of this Indenture, (b)
prepayment or defeasance of all the Notes, (c) any change in the Trustee, (d)
any other information reasonably required to be reported to each Rating Agency
under any Supplemental Indenture or (e) any amendment to or transfer of an
Investment Agreement; provided, however, the provisions of this Section do not
apply when such documents have been previously supplied to such Rating Agency
and the Trustee has received written evidence to such effect, all as may be
required by this Indenture. All notices required to be forwarded to the Rating
Agencies under this Section shall be sent in writing at the following addresses:

        Via electronic delivery to Servicer_reports@sandp.com
        For any information not available in electronic format:
        Standard & Poor's Ratings Services
        a Division of the McGraw-Hill Companies, Inc.
        55 Water Street, 41st Floor
        New York, New York  10041-0003
        Attention:  ABS Surveillance Group

        Via electronic delivery to surveillance-abs-consumer@fitchratings.com
         For any information not available in electronic format:
        Fitch, Inc.
        One State Street Plaza
        New York, New York  10004
        Attention:  ABS Surveillance

        Via electronic delivery to servicerreports@moodys.com
        For any information not available in electronic format:
        Moody's Investors Service
        99 Church Street
        New York, New York  10007
        Attention:  ABS Monitoring Group

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

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

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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                (h) to make any changes necessary to comply with or obtain more
        favorable treatment under any current or future law, rule or regulation,
        including the Higher Education Act, the Regulations or the Code and the
        regulations promulgated thereunder;

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

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

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

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

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

        SECTION 8.02. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF REGISTERED
OWNERS. Exclusive of Supplemental Indentures covered by Section 8.01 hereof and
subject to the terms and provisions contained in this Section, and not
otherwise, the Registered Owners of not less than a majority of the collective
aggregate principal amount of the Obligations then Outstanding shall have the
right, from time to time, to consent to and approve the execution by the Issuer
and the Trustee of such other indenture or indentures supplemental hereto as
shall be deemed necessary and desirable by the Trustee for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Indenture or in any Supplemental
Indenture; provided, however, that nothing in this Section shall permit, or be
construed as permitting (a) without the consent of the Registered Owners of all
then Outstanding Obligations, (i) an extension of the maturity date of the
principal of or the interest on any Obligation, or (ii) a reduction in the
principal amount of any Obligation or the rate of interest thereon, or (iii) a
privilege or priority of any Obligation or Obligations over any other Obligation
or Obligations except as otherwise provided herein, or (iv) a reduction in the
aggregate principal amount of the Obligations required for consent to such
Supplemental Indenture, or (v) the creation of any lien other than a lien
ratably securing all of the Obligations at any time Outstanding hereunder except
as otherwise provided herein; or (b) any modification of the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges of the Trustee
without the prior written approval of the Trustee.

        If at any time the Issuer shall request the Trustee to enter into any
such Supplemental Indenture for any of the purposes of this Section, the Trustee
shall, upon being satisfactorily indemnified with respect to expenses, cause
notice of the proposed execution of such Supplemental Indenture to be mailed by
registered or certified mail to each Registered Owner of an Obligation at the
address shown on the registration books or listed in any Derivative Product.


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Such notice (which shall be prepared by the Issuer) shall briefly set forth the
nature of the proposed Supplemental Indenture and shall state that copies
thereof are on file at the principal corporate trust office of the Trustee for
inspection by all Registered Owners. If, within 60 days, or such longer period
as shall be prescribed by the Issuer, following the mailing of such notice, the
Registered Owners of not less than a majority of the collective aggregate
principal amount of the Obligations Outstanding at the time of the execution of
any such Supplemental Indenture shall have consented in writing to and approved
the execution thereof as herein provided, no Registered Owner of any Obligation
shall have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the propriety of
the execution thereof, or to enjoin or restrain the Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions thereof.
Upon the execution of any such Supplemental Indenture as in this Section
permitted and provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith.

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

        SECTION 8.04. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Notes, the Trustee shall transmit in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
with respect to any Note, or in the payment of any sinking fund installment with
respect to the Notes, the Trustee shall be protected in withholding such notice
if and so long as an authorized officer of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Registered Owners
of the Notes. For the purpose of this Section, the term "default" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Notes.

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

        SECTION 8.06. CONSENT OF CURRENCY SWAP PROVIDERS. The parties to this
Indenture acknowledge and agree that, if any Class of Reset Rate Notes is
denominated in a currency other than U.S. Dollars during any related Reset
Period, and the Issuer enters in a Currency Swap Agreement, pursuant to such
Currency Swap Agreement, the Issuer has agreed or will agree (a) to notify the
related Currency Swap Counterparty of any amendment, modification or supplement
to this Indenture or any other Basic Document that would materially adversely
affect (i) the related Currency Swap Counterparty's ability to enforce or


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protect its rights or remedies under the related Currency Swap Agreement, (ii)
the ability of the Issuer to timely and fully perform its obligations under the
related Currency Swap Agreement, or (iii) any of the terms of this Indenture
which relates to payments to or rights of the related Currency Swap Counterparty
under either such agreement, and (b) to obtain the written consent of the
related Currency Swap Counterparty to any such amendment, modification or
supplement. Any such amendment, modification or supplement without the written
consent of the related Swap Counterparty shall be void and unenforceable.

        Accordingly, the parties to this Indenture acknowledge and agree that
each Currency Swap Counterparty will be a third-party beneficiary of this
Indenture to the extent of its rights under the related Currency Swap Agreement
in respect of this Indenture and shall be entitled to enforce such rights under
this Indenture. Notices to a Currency Swap Counterparty under this Section shall
be addressed to the applicable Currency Swap Counterparty at the address listed
in the related swap confirmation for that Currency Swap Agreement.

                                   ARTICLE IX

                               GENERAL PROVISIONS

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

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

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

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        If intended for the Issuer:

               Nelnet Student Loan Trust 2006-2
               c/o Wells Fargo Delaware Trust Company, Delaware Trustee
               919 North Market Street, Suite 700
               Wilmington, DE  19890
               Attention: Ann Roberts Dukart
               Telephone:  (302) 575-2000
               Facsimile:  (302) 575-2006

               With a copy to the Administrator:

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

        If intended for the Trustee or the Eligible Lender Trustee:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        SECTION 9.15. LIMITATIONS ON COUNTERPARTY RIGHTS. No Counterparty which
shall be in default under any Derivative Product with the Issuer shall have any
of the rights granted to a Counterparty or as the Registered Owner of an
Obligation hereunder. A Counterparty which is in default under any Derivative
Product shall however, continue to maintain all obligations undertaken by it
under the terms of its Derivative Product. No Counterparty shall have any
consent or voting rights under this Indenture, or any rights to instruct the
Trustee to take, or refrain from taking, any action hereunder except upon
satisfaction of a Rating Confirmation.

        SECTION 9.16. DISCLOSURE OF NAMES AND ADDRESSES OF REGISTERED OWNERS.

                (a) Registered Owners may communicate pursuant to Section 312(b)
        of the Trust Indenture Act with other Registered Owners with respect to
        their rights under this Indenture or under the Notes. Upon receipt by
        the Trustee of any request by three or more Registered Owners or by one
        or more holders of Notes evidencing not less than 25% of the Outstanding
        Amount of the Notes to receive a copy of the current list of Registered
        Owners (whether or not made pursuant to Section 312(b) of the Trust
        Indenture Act), the Trustee shall promptly notify the Issuer thereof by
        providing to the Issuer a copy of such request and a copy of the list of
        Registered Owners produced in response thereto.

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                (b) Registered Owners of Notes, by receiving and holding the
        same, agree with the Issuer and the Trustee that neither the Issuer nor
        the Trustee nor any Clearing Agency shall be held accountable by reason
        of the disclosure of any information as to the names and addresses of
        the Registered Owners of Notes in accordance with Section 312 of the
        Trust Indenture Act, regardless of the source from which such
        information was derived, and that the Trustee shall not be held
        accountable by reason of mailing any material pursuant to a request made
        under Section 312(b) of the Trust Indenture Act.

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

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

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

        SECTION 9.20. SUBORDINATION OF CURRENCY SWAP COUNTERPARTIES. All rights
and interest of any Currency Swap Counterparty in the security interest granted
to the Trustee under this Indenture with respect to any Termination Payments
(other than Priority Termination Payments) shall be fully subordinated to the
interests of the Registered Owners of the Notes. No Currency Swap Counterparty
shall have any rights, implied or otherwise, in the Trust Estate with respect to
any Termination Payments (other than Priority Termination Payments) until after


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the Outstanding Amount of the Notes has been reduced to zero and the Registered
Owners have been paid all amounts owed to them under this Indenture.
Notwithstanding the foregoing, the provisions of this Section shall not modify
or otherwise affect the contractual priority of payments set forth in Section
5.04(c) hereof. More specifically, no Currency Swap Counterparty shall have any
voting rights or rights to exercise any remedies under this Indenture until
after the Outstanding Amount of the Notes has been reduced to zero and the
Registered Owners have been paid all amounts owed to them under this Indenture.
After the Outstanding Amount of the Notes has been reduced to zero and the
Registered Owners have been paid all amounts owed to them under this Indenture,
each Currency Swap Counterparty shall have all of the rights and obligations,
including all voting rights, of the Registered Owners set forth in this
Indenture.

        SECTION 9.21. FORCE MAJEURE. In no event shall any party hereto be
liable for any failure or delay in the performance of its obligations hereunder
because of circumstances beyond its control, including, but not limited to, acts
of God, flood, war (whether declared or undeclared), terrorism, fire, riot,
embargo, government action, including any laws, ordinances, regulations,
governmental action or the like which delay, restrict or prohibit the providing
of the services contemplated by this Indenture.

                                   ARTICLE X

                        PAYMENT AND CANCELLATION OF NOTES
                          AND SATISFACTION OF INDENTURE

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

        SECTION 10.02. SATISFACTION OF INDENTURE.

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

                                       95
<PAGE>

                (b) Notes or interest installments shall be deemed to have been
        paid within the meaning of Section 10.02(a) hereof if money for the
        payment thereof has been set aside and is being held in trust by the
        Trustee at the Note Final Maturity Date or earlier prepayment date
        thereof. Any Outstanding Note shall, prior to the Note Final Maturity
        Date or earlier prepayment thereof, be deemed to have been paid within
        the meaning and with the effect expressed in Section 10.02(a) hereof if
        (i) such Note is to be prepaid on any date prior to its Note Final
        Maturity Date and (ii) the Issuer shall have given notice of prepayment
        as provided herein on said date, there shall have been deposited with
        the Trustee either money (fully insured by the Federal Deposit Insurance
        Corporation or fully collateralized by Governmental Obligations) in an
        amount which shall be sufficient, or Governmental Obligations (including
        any Governmental Obligations issued or held in book-entry form on the
        books of the Department of Treasury of the United States of America) the
        principal of and the interest on which when due will provide money
        which, together with the money, if any, deposited with the Trustee at
        the same time, shall be sufficient, to pay when due the principal of and
        interest to become due on such Note on and prior to the prepayment date
        or Note Final Maturity Date thereof, as the case may be. Notwithstanding
        anything herein to the contrary, however, no such deposit shall have the
        effect specified in this subsection (b) if made during the existence of
        an Event of Default, unless made with respect to all of the Notes then
        Outstanding. Neither Governmental Obligations nor money deposited with
        the Trustee pursuant to this subsection (b) nor principal or interest
        payments on any such Governmental Obligations shall be withdrawn or used
        for any purpose other than, and shall be held irrevocably in trust in an
        escrow account for, the payment of the principal of and interest on such
        Notes. Any cash received from such principal of and interest on such
        Governmental Obligations deposited with the Trustee, if not needed for
        such purpose, shall, to the extent practicable, be reinvested in
        Governmental Obligations maturing at times and in amounts sufficient to
        pay when due the principal of and interest on such Notes on and prior to
        such prepayment date or Note Final Maturity Date thereof, as the case
        may be, and interest earned from such reinvestments shall be paid over
        to the Issuer, as received by the Trustee, free and clear of any trust,
        lien or pledge. Any payment for Governmental Obligations purchased for
        the purpose of reinvesting cash as aforesaid shall be made only against
        delivery of such Governmental Obligations. For the purposes of this
        Section, "Governmental Obligations" shall mean and include only
        non-callable direct obligations of the Department of the Treasury of the
        United States of America or portions thereof (including interest or
        principal portions thereof), and such Governmental Obligations shall be
        of such amounts, maturities and interest payment dates and bear such
        interest as will, without further investment or reinvestment of either
        the principal amount thereof or the interest earnings therefrom, be
        sufficient to make the payments required herein, and which obligations
        have been deposited in an escrow account which is irrevocably pledged as
        security for the Notes. Such term shall not include mutual funds and
        unit investment trusts.

                                       96
<PAGE>

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

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

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

        SECTION 10.03. OPTIONAL PURCHASE OF ALL FINANCED ELIGIBLE LOANS. The
Administrator shall certify to and notify the Depositor, or any assignee of its
rights hereunder, and the Trustee in writing, within 15 days after the last
Business Day of each Collection Period in which the then outstanding Pool
Balance is 12% or less of the Initial Pool Balance, of the percentage that the
then outstanding Pool Balance bears to the Initial Pool Balance. The Depositor
or its assignee shall have the option to purchase all of the Financed Eligible
Loans on the earlier of (a) the January 2023 Quarterly Distribution Date and (b)
date that is the tenth (10th) Business Day preceding the Quarterly Distribution
Date next succeeding the date on which the then outstanding Pool Balance is 10%
or less of the Initial Pool Balance (each, an "Optional Purchase Date"). To
exercise the option described in this Section, the Depositor or its assignee
shall deposit in the Collection Fund on the Optional Purchase Date, an amount
equal to the aggregate Purchase Amount for the Financed Eligible Loans and the
related rights with respect thereto, plus the appraised value of any such other
property held in the Trust Estate other than the Funds and Accounts, such value
to be determined by an appraiser mutually agreed upon by the Depositor or its
assignee and the Trustee; provided, however, that the Depositor or its assignee
may not effect such purchase if such aggregate Purchase Amounts and the
appraised value of such other property do not equal or exceed the Minimum
Purchase Amount, less any amounts on deposit in the Funds and Accounts.

        SECTION 10.04. AUCTION OF FINANCED ELIGIBLE LOANS. If the Depositor, or
any assignee of its rights under Section 10.03 hereof, does not exercise its
option to purchase Financed Eligible Loans pursuant to Section 10.03 hereof, the
Trustee (or its designated agent) shall, promptly after the Business Day next
succeeding the Optional Purchase Date, offer for sale Financed Eligible Loans in
an amount sufficient to redeem all Notes Outstanding on such Quarterly
Distribution Date, and any such sale shall be consummated on or before such
Quarterly Distribution Date (the "Trust Auction Date"). Nelnet, Inc. or its
Affiliates and unrelated third parties may bid to purchase the Financed Eligible
Loans. The Trustee shall provide written notice to the Depositor of any such
offer for sale at least three Business Days in advance of the Trust Auction
Date. If at least two independent bids are received, the Trustee (or its
designated agent) shall solicit and resolicit new bids from all participating
bidders until only one bid remains or the remaining bidders decline to resubmit
bids. The Trustee shall accept the highest of the remaining bids if it is equal
to or in excess of both (i) the Minimum Purchase Amount, less any amounts on
deposit in the Funds and Accounts and (ii) the fair market value of such
Financed Eligible Loans as of the end of the Collection Period immediately
preceding the Trust Auction Date. If at least two bids are not received or the
highest bid after the resolicitation process is completed is not equal to or in
excess of the higher of the amounts described in the preceding sentences, the
Trustee shall not consummate such sale. The Trustee may consult, and, at the
direction of the Depositor, shall consult, with a financial advisor, including


                                       97
<PAGE>

an underwriter of the Notes or the Administrator, to determine if the fair
market value of the Financed Eligible Loans has been offered. The proceeds of
any such sale shall be deposited to the Collection Fund and applied to the
redemption of all Notes Outstanding in accordance with Section 2.13(a) hereof.
Unless requested by the Administrator, if the sale is not completed, the Trustee
may, but will not be obligated to, solicit bids for sale of the Financed
Eligible Loans with respect to future Quarterly Distribution Dates upon terms
similar to those described above. The Trustee shall be obligated to make such
solicitations, however, if requested to do so by the Administrator. Notice of
the prepayment of any Obligations resulting from a purchase of the Financed
Eligible Loans on the Optional Purchase Date or the auction of the Financed
Eligible Loans on the Trust Auction Date, shall be given by the Trustee to the
Registered Owners by first-class mail within five Business Days of such Optional
Purchase Date or Trust Auction Date.

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


                                       98
<PAGE>

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

                                         NELNET STUDENT LOAN TRUST 2006-2,
                                         a Delaware statutory trust

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



                                         By  /s/ Ann Roberts Dukart
                                            ------------------------------------
                                         Name    Ann Roberts Dukart
                                              ----------------------------------
                                         Title   Vice President
                                               ---------------------------------


                                         ZIONS FIRST NATIONAL BANK, as Trustee



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


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



                                         ZIONS FIRST NATIONAL BANK, as Eligible
                                         Lender Trustee



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



                                       99
<PAGE>


                                   APPENDIX A

                         CERTAIN TERMS AND PROVISIONS OF
                              THE RESET RATE NOTES


                                    ARTICLE I

                                   DEFINITIONS

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

        "30/360" shall mean that interest is calculated on the basis of a
360-day year consisting of twelve 30-day months

        "91-DAY TREASURY BILL RATE" shall mean for any relevant Interest Rate
Determination Date, prior to each related Interest Rate Change Date, the rate
equal to the weighted average per annum discount rate (expressed as a bond
equivalent yield and applied on a daily basis) for direct obligations of the
United States with a maturity of thirteen weeks ("91-day Treasury Bills") sold
at the applicable 91-day Treasury Bill auction, as published in H.15(519) or
otherwise or as reported by the U.S. Department of the Treasury. In the event
that the results of the auctions of 91-day Treasury Bills cease to be published
or reported as provided above, or that no 91-day Treasury Bill auction is held
in a particular week, then the 91-day Treasury Bill Rate in effect as a result
of the last such publication or report will remain in effect until such time, if
any, as the results of auctions of 91-day Treasury Bills will again be so
published or reported or such auction is held, as the case may be. The 91-day
Treasury Bill Rate will be subject to a Lock-In Period of six Business Days.

        "ACTUAL/360" shall mean that interest is calculated on the basis of the
actual number of days elapsed in a year of 360 days.

        "ACTUAL/365 (FIXED)" shall mean that interest is calculated on the basis
of the actual number of days elapsed in a year of 365 days, regardless of
whether accrual or payment occurs in a leap year.

        "ACTUAL/ACTUAL (ACCRUAL BASIS)" shall mean that interest is calculated
on the basis of the actual number of days elapsed in a year of 365 days, or 366
days for every day in a leap year.

        "ACTUAL/ACTUAL (ISMA)" shall mean a calculation in accordance with the
definition of "Actual/Actual" adopted by the International Securities Market
Association ("ISMA"), which shall mean that interest is calculated on the
following basis:

                (a) where the number of days in the relevant Interest Accrual
        Period is equal to or shorter than the Determination Period during which
        such Interest Accrual Period ends, the number of days in such Interest
        Accrual Period divided by the product of (i) the number of days in such
        Determination Period and (ii) the number of Distribution Dates that
        would occur in one calendar year; or


<PAGE>

                (b) where the Interest Accrual Period is longer than the
        Determination Period during which the Interest Accrual Period ends, the
        sum of:

                        (i) the number of days in such Interest Accrual Period
                falling in the Determination Period in which the Interest
                Accrual Period begins divided by the product of (A) the number
                of days in such Determination Period and (B) the number of
                Distribution Dates that would occur in one calendar year; and

                        (ii) the number of days in such Interest Accrual Period
                falling in the next Determination Period divided by the product
                of (A) the number of days in such Determination Period and (B)
                the number of Distribution Dates that would occur in one
                calendar year;

where "Determination Period" shall mean the period from and including one
Calculation Date to but excluding the next Calculation Date, "Distribution Date"
shall mean the date of any distribution on the Reset Rate Notes and "Calculation
Date" shall mean, in each year, each of those days in the calendar year that are
specified herein as being the scheduled Distribution Dates.

        "ACTUAL/ACTUAL (PAYMENT BASIS)" shall mean that interest is calculated
on the basis of the actual number of days elapsed in a year of 365 days if the
interest period ends in a non-leap year, or 366 days if the interest period ends
in a leap year, as the case may be.

        "ALL HOLD RATE" shall mean, for a Class of the Reset Rate Notes, the
applicable Index plus or minus the related Spread (with respect to a Class of
Reset Rate Notes that will bear interest at a floating rate) or the applicable
fixed rate, which may be expressed as the fixed rate pricing benchmark plus or
minus a spread (with respect to a Class of the Reset Rate Notes that will bear
interest at a fixed rate), that the Remarketing Agents, in consultation with the
Administrator, determine will be in effect, unless the related Call Option is
exercised, in the event that 100% of the holders of that Class of the Reset Rate
Notes choose to hold their Reset Rate Notes for the upcoming Reset Period. The
All Hold Rate shall be a rate that the Remarketing Agents, in consultation with
the Administrator, determine based upon then-existing market conditions.

        "CALL OPTION" shall mean, the option described in Section 2.06 of this
Appendix A owned by Nelnet, Inc. or one of its subsidiaries as a permitted
transferee (provided, that no such subsidiary shall possess the Call Option if
it at any time shall have owned an interest in any of the Financed Eligible
Loans) to purchase 100% of a Class of the Reset Rate Notes on each related Reset
Date, exercisable at a price equal to 100% of the Outstanding Amount of such
Class of the Reset Rate Notes, less all amounts distributed to the Noteholders
of the related Class of the Reset Rate Notes as a payment of principal on the
related Quarterly Distribution Date, plus any accrued and unpaid interest not
paid by the Issuer on the related Quarterly Distribution Date, and pursuant to
the terms and conditions set forth in the Reset Rate Note Procedures.

                                      A-2
<PAGE>

        "CALL OPTION NOTICE" shall mean a written notice from the holder of the
Call Option stating its desire to exercise the Call Option on the related Reset
Date, delivered to each Clearing Agency, the Trustee, the Remarketing Agents and
the Rating Agencies.

        "CALL RATE" shall mean, for a Class of the Reset Rate Notes for which a
Call Option has been exercised, the rate of interest that is either: (a) if that
Class of the Reset Rate Notes did not have at least one related Derivative
Product in effect during the previous Reset Period, the rate applicable for the
most recent Reset Period during which the Failed Remarketing Rate was not in
effect; or (b) if that Class of the Reset Rate Notes had one or more related
Derivative Products in effect during the previous Reset Period, the weighted
average of the floating rates of interest that were due to the related
Counterparties from the Issuer during the previous Reset Period for that Class
of the Reset Rate Notes. This rate will continue to apply for each Reset Period
while the holder of the Call Option retains that Class of the Reset Rate Notes.

        "CLASS A-6 RATE" shall mean, for any Interest Accrual Period after the
initial Interest Accrual Period, until and including the Initial Reset Date for
the Class A-6 Notes, Three-Month LIBOR as determined on the related LIBOR
Determination Date, plus 0.12% based on an Actual/360 accrual method. The "Class
A-6 Rate" for the first Interest Accrual Period shall be determined by reference
to the following formula:

        x + [6/33* (y-x)] plus 0.12%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR.

The Class A-6 Rate shall be changed on each related Reset Date to the interest
rate (which shall not exceed the Failed Remarketing Rate) and Day Count Basis
that will be set forth in the notice required to be delivered by the
Administrator and/or the Remarketing Agents on each related Remarketing Terms
Determination Date and Spread Determination Date, as applicable, pursuant to the
procedures set forth in the Reset Rate Note Procedures.

        "CLASS A-7 RATE" shall mean, for any Interest Accrual Period after the
initial Interest Accrual Period, until and including the Initial Reset Date for
the Class A-7 Notes, Three-Month EURIBOR as determined on the related EURIBOR
Determination Date, plus 0.10% based on an Actual/360 accrual method. The "Class
A-7 Rate" for the first Interest Accrual Period shall be determined by reference
to the following formula:

        x + [6/33* (y-x)] plus 0.10%, as determined by the Administrator.

        where:

        x =  Five-Month EURIBOR, and

        y = Six-Month EURIBOR.

                                      A-3
<PAGE>

The Class A-7 Rate shall be changed on each related Reset Date to the interest
rate (which shall not exceed the Failed Remarketing Rate) and Day Count Basis
that will be set forth in the notice required to be delivered by the
Administrator and/or the Remarketing Agents on each related Remarketing Terms
Determination Date and Spread Determination Date, as applicable, pursuant to the
procedures set forth in the Reset Rate Note Procedures.

        "CMT RATE" shall mean, for any relevant Interest Rate Determination Date
prior to each related Interest Rate Change Date, the rate displayed on the
applicable Designated CMT Moneyline Telerate Page shown below by 3:00 p.m., New
York City time, on that Interest Rate Determination Date under the caption ". .
.. Treasury Constant Maturities . . . Federal Reserve Board Release H.15. . .
..Mondays Approximately 3:45 p.m.," under the column for: (a) if the Designated
CMT Moneyline Telerate Page is 7051, the rate on that Interest Rate
Determination Date; or (b) if the Designated CMT Moneyline Telerate Page is
7052, the average for the week, the month or the quarter, as specified on the
Remarketing Terms Determination Date, ended immediately before the week in which
the related Interest Rate Determination Date occurs. The following procedures
will apply if the CMT Rate cannot be determined as described above: (i) if the
rate described above is not displayed on the relevant page by 3:00 p.m., New
York City time on that Interest Rate Determination Date, unless the calculation
is made earlier and the rate is available from that source at that time on that
Interest Rate Determination Date, then the CMT Rate will be the Treasury
constant maturity rate having the designated index maturity, as published in
H.15(519) or another recognized electronic source for displaying the rate; (ii)
if the applicable rate described above is not published in H.15(519) or another
recognized electronic source for displaying such rate by 3:00 p.m., New York
City time on that Interest Rate Determination Date, unless the calculation is
made earlier and the rate is available from one of those sources at that time,
then the CMT Rate will be the Treasury constant maturity rate, or other United
States Treasury rate, for the index maturity and with reference to the relevant
Interest Rate Determination Date, that is published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury and that the Administrator determines to be comparable to the rate
formerly displayed on the Designated CMT Moneyline Telerate Page shown above and
published in H.15(519); (iii) if the rate described in the prior paragraph
cannot be determined, then the Administrator will determine the CMT Rate to be a
yield to maturity based on the average of the secondary market closing offered
rates as of approximately 3:30 p.m., New York City time, on the relevant
Interest Rate Determination Date reported, according to their written records,
by leading primary United States government securities dealers in New York City.
The Administrator will select five such securities dealers and will eliminate
the highest and lowest quotations or, in the event of equality, one of the
highest and lowest quotations, for the most recently issued direct noncallable
fixed rate obligations of the United States Treasury ("Treasury Notes") with an
original maturity of approximately the designated index maturity and a remaining
term to maturity of not less than the designated index maturity minus one year
in a representative amount; (iv) if the Administrator cannot obtain three
Treasury Note quotations of the kind described in clause (iii) above, the
Administrator will determine the CMT Rate to be the yield to maturity based on
the average of the secondary market bid rates for Treasury Notes with an
original maturity longer than the designated CMT index maturity which have a
remaining term to maturity closest to the designated CMT index maturity and in a
representative amount, as of approximately 3:30 p.m., New York City time, on the
relevant Interest Rate Determination Date of leading primary United States
government securities dealers in New York City. In selecting these offered


                                      A-4
<PAGE>

rates, the Administrator will request quotations from at least five such
securities dealers and will disregard the highest quotation (or if there is
equality, one of the highest) and the lowest quotation (or if there is equality,
one of the lowest). If two Treasury Notes with an original maturity longer than
the designated CMT index maturity have remaining terms to maturity that are
equally close to the designated CMT index maturity, the Administrator will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity; (v) if three or four but not five leading primary United States
government securities dealers are quoting as described in the prior paragraph,
then the CMT Rate for the relevant Interest Rate Determination Date will be
based on the average of the bid rates obtained and neither the highest nor the
lowest of those quotations will be eliminated; or (vi) if fewer than three
leading primary United States government securities dealers selected by the
Administrator are quoting as described in clause (v) above, the CMT Rate will
remain the CMT Rate then in effect on that Interest Rate Determination Date.

        "COMMERCIAL PAPER RATE" shall mean, for any relevant Interest Rate
Determination Date prior to each related Interest Rate Change Date, the Bond
Equivalent Yield (as defined below) of the rate for 90-day commercial paper, as
published in H.15(519) prior to 3:00 p.m., New York City time, on that Interest
Rate Determination Date under the heading "Commercial Paper--Financial." If the
rate described above is not published in H.15(519) by 3:00 p.m., New York City
time, on that Interest Rate Determination Date, unless the calculation is made
earlier and the rate was available from that source at that time, then the
Commercial Paper Rate will be the Bond Equivalent Yield of the rate on the
relevant Interest Rate Determination Date, for commercial paper having the index
maturity specified on the Remarketing Terms Determination Date, as published in
H.15 Daily Update or any other recognized electronic source used for displaying
that rate under the heading "Commercial Paper--Financial." For purposes of this
definition of "Commercial Paper Rate," the "Bond Equivalent Yield" equals
[(NxD)/[360(Dx90)] times 100], where "D" refers to the per annum rate determined
as set forth above, quoted on a bank discount basis and expressed as a decimal
and "N" refers to 365 or 366, as the case may be. If the rate described above
cannot be determined, the Commercial Paper Rate will remain the commercial paper
rate then in effect on that Interest Rate Determination Date. Unless otherwise
specified on the Remarketing Terms Determination Date, the Commercial Paper Rate
will be subject to a Lock-In Period of six Business Days.

        "CURRENCY SWAP AGREEMENT" shall mean with respect to any Class of the
Reset Rate Notes in a Foreign Exchange Mode, each Derivative Product between the
Issuer and the related Currency Swap Counterparty which (a) converts the
secondary market trade proceeds into U.S. Dollars received on the effective date
of such Currency Swap Agreement (or, with respect to the Initial Currency Swap
Agreement, converts all proceeds (net of underwriting discount) on the Date of
Issuance from the sale of the Class A-7 Notes to U.S. Dollars); (b) converts all
principal payments in U.S. Dollars by the Issuer to the Noteholders of the
related Class of the Reset Rate Notes into the applicable currency; (c) converts
the interest rate on any Class of the Reset Rate Notes from a LIBOR-based rate
to a fixed or floating rate payable in the applicable currency; (d) converts the
U.S. Dollar equivalent of all secondary market trade proceeds received on the
related Reset Date resulting in the successful remarketing of the Reset Rate
Notes or the exercise of a Call Option into the applicable currency for the
payment of principal to the tendering Noteholders of the related Class of the
Reset Rate Notes; and (e) pays to the Paying Agent, on behalf of the Issuer, for
the benefit of the tendering Noteholders of the Reset Rate Notes, the required
amount of additional interest at the interest rate applicable to the tendered
Reset Rate Notes resulting from any required delay in Reset Date payments
through Euroclear and Clearstream.

                                      A-5
<PAGE>

        "CURRENCY SWAP COUNTERPARTY" shall mean each Eligible Counterparty that
is a party, in its capacity as swap counterparty, to the related Currency Swap
Agreement.

        "DAY COUNT BASIS" shall mean 30/360, Actual/360, Actual/365 (fixed),
Actual/Actual (accrual basis), Actual/Actual (ISMA) or Actual/Actual (payment
basis), as applicable, or any other day count basis set forth in the Remarketing
Terms Notice.

        "ELIGIBLE COUNTERPARTY" shall mean any entity, which may be an affiliate
of a Remarketing Agent, engaged in the business of entering into derivative
instrument contracts that satisfies the Rating Agency Condition.

        "EURIBOR" shall mean Three-Month EURIBOR, Five-Month EURIBOR or
Six-Month EURIBOR, as applicable.

        "EURIBOR DETERMINATION DATE" shall mean, for each Interest Accrual
Period, the day that is two EURIBOR Settlement Days before the beginning of that
Interest Accrual Period.

        "EURIBOR SETTLEMENT DAY" shall mean any day on which TARGET is open
which is also a day on which banks in New York, New York are open for business.

        "EXTENSION RATE" shall mean, for each Quarterly Distribution Date
following a Failed Remarketing if a Class of the Reset Rate Notes is then in a
Foreign Exchange Mode, the rate of interest payable to each related Currency
Swap Counterparty, not to exceed Three-Month LIBOR plus 0.75%, unless the
Remarketing Agents, in consultation with the Administrator, determine that
market conditions or some other benefit to the Issuer requires a higher rate;
provided that in such case the Rating Agency Condition is satisfied. The initial
Extension Rate for the Class A-7 Notes under the related Initial Currency Swap
Agreement is Three-Month LIBOR plus 0.75%.

        "FAILED REMARKETING" shall mean, with respect to a Class of the Reset
Rate Notes and each related Reset Date, the situation where (a) the Remarketing
Agents, in consultation with the Administrator, cannot establish one or more of
the terms required to be set on the Remarketing Terms Determination Date (other
than the related Spread or fixed rate of interest), (b) the Remarketing Agents
are unable to establish the related Spread or fixed rate of interest on the
Spread Determination Date or the interest rate resulting from the required
Spread will exceed the Failed Remarketing Rate, (c) either the Remarketing
Agents are unable to remarket some or all of the tendered Reset Rate Notes at
the Spread or fixed rate of interest established on the Spread Determination
Date or any committed purchaser defaults on their purchase obligations and, in
their sole discretion, the Remarketing Agents elect not to purchase those Reset
Rate Notes themselves, (d) any failure of Nelnet, Inc., or one of its designated
affiliates, to purchase a Class of the Reset Rate Notes on a Reset Date
following the delivery of the related Call Option Notice, (e) the Remarketing
Agents, in consultation with the Administrator, are unable to obtain one or more
Derivative Products meeting the required criteria, if applicable (f) any of the
conditions specified in Section 8 of the Remarketing Agreement have not been
satisfied or (g) any applicable Rating Agency Condition has not been satisfied.

                                      A-6
<PAGE>

        "FAILED REMARKETING RATE" shall mean, for any Reset Period and a Class
of the Reset Rate Notes denominated in U.S. Dollars, Three-Month LIBOR plus
0.75%; and for any Reset Period and a Class of the Reset Rate Notes then in a
Foreign Exchange Mode, as will be determined on the related Spread Determination
Date pursuant to the terms of the related Currency Swap Agreement. For the
initial Reset Period, the Failed Remarketing Rate for the Class A-7 Notes will
be Three-Month EURIBOR plus 0.55%.

        "FEDERAL FUNDS RATE" shall mean, for any relevant Interest Rate
Determination Date prior to each related Interest Rate Change Date, the rate set
forth for such day opposite the caption "Federal Funds (effective)" in the
weekly statistical release designated H.15(519), or any successor publication,
published by the Board of Governors of the Federal Reserve System. If such rate
is not published in the relevant H.15(519) for any day, the rate for such day
shall be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged prior to 9:00 a.m., New York City time, on that day by
each of four leading brokers in such transactions located in New York City
selected by the Administrator. The Federal Funds Rate for each Saturday and
Sunday and for any other that is not a Business Day shall be the Federal Funds
Rate for the preceding Business Day as determined above.

        "FOREIGN EXCHANGE MODE" shall mean that a Class of the Reset Rate Notes
is then denominated in a currency other than U.S. Dollars during the related
Reset Period.

        "FIVE-MONTH EURIBOR" shall have the meaning ascribed to such term under
the definition of "Three-Month EURIBOR".

        "GBP-LIBOR" shall mean, with respect to any Interest Accrual Period, the
London interbank offered rate for deposits in Pounds Sterling having a maturity
of three months, commencing on the first day of the Interest Accrual Period,
which appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related
GBP-LIBOR Determination Date. If an applicable rate does not appear on Telerate
Page 3750, the rate for that day will be determined on the basis of the rates at
which deposits in Pounds Sterling, having the specified maturity and in a
principal amount of not less than (pound)1,000,000, are offered at approximately
11:00 a.m., London time, on that GBP-LIBOR Determination Date, to prime banks in
the London interbank market by the Reference Banks. The Administrator will
request the principal London office of each Reference Bank to provide a
quotation of its rate. If the Reference Banks provide at least two quotations,
the rate for that day will be the arithmetic mean of the quotations. If the
Reference Banks provide fewer than two quotations, the rate for that day will be
the arithmetic mean of the rates quoted by prime banks in London, selected by
the Administrator, at approximately 11:00 a.m. London time, on that GBP-LIBOR
Determination Date, for loans in Pounds Sterling to leading European banks
having the specified maturity and in a principal amount of not less than
(pound)1,000,000. If the banks selected as described above are not providing
quotations, GBP-LIBOR in effect for the applicable Interest Accrual Period will
be GBP-LIBOR for the specified maturity in effect for the previous Interest
Accrual Period. For any GBP-LIBOR-based notes, interest due for any Interest
Accrual Period always will be determined based on the actual number of days
elapsed in the Interest Accrual Period over a 365-day year.

        "GBP-LIBOR DETERMINATION DATE" shall mean, for each Interest Accrual
Period, the day that is two GBP-LIBOR Settlement Days before the beginning of
that Interest Accrual Period.

                                      A-7
<PAGE>

        "GBP-LIBOR SETTLEMENT DAY" shall mean any day on which banks in both
London and New York City are open for business.

        "GLB REGULATIONS" shall mean the Joint Banking Agencies' Privacy of
Consumer Financial Information, Final Rule (12 CFR Parts 40, 216, 332 and 573)
or the Federal Trade Commission's Privacy of Consumer Financial Information,
Final Rule (16 CFR Part 313), as applicable, implementing Title V of the
Gramm-Leach-Bliley Act, Public Law 106-102, as amended.

        "H.15(519)" shall mean the weekly statistical release designated as
such, or any successor publication, published by the Board of Governors of the
United States Federal Reserve System.

        "H.15 DAILY UPDATE" shall mean the daily update for H.15(519), available
through the world wide web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve.gov/releases/h15/update, or any successor
site or publications.

        "HOLD NOTICE" shall mean a written statement (or an oral statement
confirmed in writing, which may be by e-mail) by a Noteholder or beneficial
owner of a Reset Rate Note denominated in U.S. Dollars during the then-current
and immediately following Reset Periods, delivered to a Remarketing Agent that
such Noteholder or beneficial owner desires to hold its Reset Rate Notes for the
upcoming Reset Period and affirmatively agrees to receive a rate of interest of
not less than the applicable All Hold Rate during that Reset Period.

        "INDEX" or "INDICES" shall mean LIBOR, EURIBOR, GBP-LIBOR, a Commercial
Paper Rate, the CMT Rate, the Federal Funds Rate, the 91-day Treasury Bill Rate,
the Prime Rate or any other interest rate index specified in Schedule A to the
Reset Rate Notes.

        "INDEX MATURITY" shall mean, with respect to any Interest Accrual
Period, the interval between Interest Rate Change Dates for each applicable
Index during such Interest Accrual Period, commencing on the first day of that
Interest Accrual Period.

        "INITIAL CURRENCY SWAP AGREEMENT" shall mean the ISDA Master Agreement
(Multicurrency--Cross Border), dated May 18, 2006, including the Schedule, the
Confirmation, and Credit Support Annex, each between the Issuer and the Initial
Currency Swap Counterparty.

        "INITIAL CURRENCY SWAP COUNTERPARTY" shall mean Deutsche Bank AG, acting
through its New York Branch.

        "INITIAL EURO EXCHANGE RATE" shall mean an exchange rate of $1.276 equal
to (euro)1.00.

        "INITIAL REMARKETING AGENCY AGREEMENT" shall mean each agreement,
substantially in the form of Appendix A to the Remarketing Agreement to be
entered into on each Remarketing Terms Determination Date (unless the Call
Option has been exercised) among the Remarketing Agents, the Administrator and
the Issuer.

        "INITIAL RESET DATE" shall mean, for the Class A-6 Notes, the Quarterly
Distribution Date in April of 2018 and, for the Class A-7 Notes, the Quarterly
Distribution Date in April of 2016.

                                      A-8
<PAGE>

        "INITIAL RESET DATE NOTICE" shall mean the written notice delivered
pursuant to Section 2.02(a) of this Appendix A.

        "INTEREST RATE CHANGE DATE" shall mean for each Interest Accrual Period,
the date or dates, based on the applicable Index, on which the rate of interest
for a Class of the Reset Rate Notes bearing interest at a floating rate is to be
reset.

        "INTEREST RATE DETERMINATION DATE" shall mean, for each Interest Accrual
Period, and (a) for the Reset Rate Notes that bear interest at a LIBOR-,
GBP-LIBOR- or EURIBOR-based rate, the related LIBOR, GBP-LIBOR Determination
Date or EURIBOR Determination Date, as applicable, or (b) for the Reset Rate
Notes that bear interest at a floating rate that is not LIBOR-, GBP-LIBOR- or
EURIBOR-based, the applicable date or dates set forth in the Remarketing Terms
Notice, on which the applicable rate of interest to be in effect as of the next
Interest Rate Change Date will be determined by the Administrator.

        "INTEREST RATE SWAP AGREEMENT" shall mean, with respect to any Class of
the Reset Rate Notes during any Reset Period when it is denominated in U.S.
Dollars and (a) bears a fixed rate of interest (or bears interest based on LIBOR
or a U.S. Commercial Paper Rate, if a Swap Agreement is to be entered into
pursuant to the Reset Rate Note Procedures), or (b) bears interest based on an
index other than LIBOR or a U.S. Commercial Paper Rate, any Derivative Product
between the Issuer and an Eligible Counterparty, to hedge the basis risk during
the related Reset Period.

        "LOCK-IN PERIOD" shall mean a period from the first day of such Lock-In
Period (which may be expressed as a number of Business Days prior to a Quarterly
Distribution Date) to the immediately succeeding Quarterly Distribution Date
during which the interest rate, Index or other calculation in effect on the
first day of such Lock-In Period shall remain in effect for every day in such
Lock-In Period.

        "NELNET ELIGIBLE PURCHASER" shall mean Nelnet, Inc. or any of its
affiliates; provided that any such affiliate has at no time owned an interest in
any of the Financed Eligible Loans.

        "NOTICE DATE" shall mean, for each Class of the Reset Rate Notes, 12:00
noon, New York City time, on the tenth day prior to the Reset Date for that
Class of the Reset Rate Notes.

        "PRIME RATE" shall mean, for any relevant Interest Rate Determination
Date prior to each related Interest Rate Change Date, the prime rate or base
lending rate on that date, as published in H.15(519), prior to 3:00 p.m., New
York City time, on that Interest Rate Determination Date under the heading "Bank
Prime Loan." The Administrator will observe the following procedures if the
Prime Rate cannot be determined as described above: (a) if the rate described
above is not published in H.15(519) prior to 3:00 p.m., New York City time, on
the relevant Interest Rate Determination Date unless the calculation is made
earlier and the rate was available from that source at that time, then the Prime
Rate will be the rate for that Interest Rate Determination Date, as published in
H.15 Daily Update or another recognized electronic source for displaying such
rate opposite the caption "Bank Prime Loan"; (b) if the above rate is not
published in either H.15(519), H.15 Daily Update or another recognized
electronic source for displaying such rate by 3:00 p.m., New York City time, on
the relevant Interest Rate Determination Date, then the Administrator will
determine the Prime Rate to be the average of the rates of interest publicly
announced by each bank that appears on the Reuters screen designated as
"USPRIME1" as that bank's prime rate or base lending rate as in effect on that
Interest Rate Determination Date; (c) if fewer than four rates appear on the


                                      A-9
<PAGE>

Reuters screen USPRIME1 page on the relevant Interest Rate Determination Date,
then the Prime Rate will be the average of the prime rates or base lending rates
quoted, on the basis of the actual number of days in the year divided by a
360-day year, as of the close of business on that Interest Rate Determination
Date by three major banks in New York City selected by the Administrator; or (d)
if the banks selected by the Administrator are not quoting as mentioned above,
the Prime Rate will remain the prime rate then in effect on that Interest Rate
Determination Date.

        "PURCHASE OPTION" shall mean the options described in Section 2.13(a) of
this Appendix A owned by Nelnet, Inc. or one of its subsidiaries as a permitted
transferee (provided, that no such subsidiary shall possess the Purchase Option
if it at any time owned an interest in any of the Financed Eligible Loans) to
purchase Financed Eligible Loans.

        "RATING AGENCY CONDITION" means, with respect to any intended action,
that each Rating Agency then rating the Notes shall have been given 10 days'
prior written notice thereof and that each such Rating Agency shall have
notified the Administrator, the Trustee and the Remarketing Agents, if
applicable, in writing that such proposed action will not result in and of
itself in the reduction or withdrawal of its then-current rating of the Notes.

        "REFERENCE BANKS" shall mean, with respect to (a) LIBOR, four major
banks in the London interbank market for deposits in U.S. Dollars selected by
the Administrator, (b) EURIBOR, four major banks in the Euro-zone interbank
market for deposits in Euros selected by the Administrator and (c) GBP-LIBOR,
four major banks in the London interbank market for deposits in Pounds Sterling
selected by the Administrator.

        "REMARKETING AGENCY AGREEMENT" shall mean the collective reference to an
Initial Remarketing Agency Agreement and the related Supplemental Remarketing
Agency Agreement.

        "REMARKETING AGENTS" shall mean, initially, J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated. The Administrator, in its sole
discretion, may change any Remarketing Agent for the Reset Rate Notes for any
Reset Period at any time on or before a related Remarketing Terms Determination
Date.

        "REMARKETING AGREEMENT" shall mean the Remarketing Agreement, dated as
of May 1, 2006, among the Issuer, the Administrator and the Remarketing Agents,
as amended and supplemented pursuant to the terms thereof.

        "REMARKETING PROSPECTUS" as described in Section 7(f)(i) of the
Remarketing Agreement.

        "REMARKETING TERMS DETERMINATION DATE" shall mean, for a Class of the
Reset Rate Notes, not later than 3:00 p.m., New York City time, on the twelfth
Business Day prior to the applicable Reset Date.

        "REMARKETING TERMS NOTICE" shall mean the notice delivered by the
Remarketing Agents to the Noteholders of a Class of the Reset Rate Notes, the
Trustee and the Rating Agencies on each Remarketing Terms Determination Date
containing the information set forth in the Reset Rate Note Procedures.

                                      A-10
<PAGE>

        "RESET DATE" shall mean a Quarterly Distribution Date on which certain
terms for a Class of the Reset Rate Notes may be changed in accordance with the
Reset Rate Note Procedures.

        "RESET PERIOD" shall mean, with respect to a Class of the Reset Rate
Notes, a period of at least three months (or any other longer duration that is a
multiple of three months) that will always end on the day before a Quarterly
Distribution Date, which will be the next Reset Date for such Class of the Reset
Rate Notes; provided, that no Reset Period may end after the day before the Note
Final Maturity Date for such Class of the Reset Rate Notes.

        "RESET RATE NOTE PROCEDURES" shall mean Article II of this Appendix A.

        "SCHEDULE REPLACEMENT ORDER" shall mean an Issuer Order replacing
Schedule A to the Reset Rate Notes to be delivered with respect to the related
Reset Date.

        "SIX-MONTH EURIBOR" shall have the meaning ascribed to such term under
the definition of "Three-Month EURIBOR".

        "SPREAD" shall mean the percentage determined by the Remarketing Agents
on the related Spread Determination Date, with respect to a Class of the Reset
Rate Notes that is to bear a floating rate of interest, in excess of or below
the applicable Index that will be in effect with respect to such Class of the
Reset Rate Notes during any Reset Period after the initial Reset Period so as to
result in an interest rate that, in the reasonable opinion of the Remarketing
Agents, will enable all of the tendered Reset Rate Notes of the applicable Class
to be remarketed by the Remarketing Agents at 100% of the Outstanding Amount of
such Reset Rate Notes.

        "SPREAD DETERMINATION DATE" shall mean, for each Class of the Reset Rate
Notes, 3:00 p.m., New York City time, on the third Business Day prior to the
related Reset Date.

        "SPREAD DETERMINATION NOTICE" shall mean the notice delivered by the
Remarketing Agents to the Noteholders or beneficial owners of a Class of the
Reset Rate Notes, the Trustee and the Rating Agencies on each related Spread
Determination Date containing the information set forth in the Reset Rate Note
Procedures.

        "SUPPLEMENTAL REMARKETING AGENCY AGREEMENT" shall mean each agreement,
substantially in the form of Appendix B to the Remarketing Agreement to be
entered into on each Spread Determination Date (unless the Call Option has been
exercised or a Failed Remarketing has been declared) among the Remarketing
Agents, the Administrator and the Issuer.

        "TARGET" shall mean the Trans-European Automated Real-time Gross
Settlement Express Transfer System.

        "TELERATE PAGE 248" shall mean the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

                                      A-11
<PAGE>

        "TELERATE PAGE 7051" shall mean the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

        "TELERATE PAGE 7052" shall mean the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

        "THREE-MONTH EURIBOR," "FIVE-MONTH EURIBOR" and "SIX-MONTH EURIBOR"
shall mean, with respect to any Interest Accrual Period, the Euro-zone interbank
offered rate for deposits in Euros having the specified maturity commencing on
the first day of the Interest Accrual Period, which appears on Telerate Page 248
as of 11:00 a.m. Brussels time, on the related EURIBOR Determination Date. If an
applicable rate does not appear on Telerate Page 248, the rate for that day will
be determined on the basis of the rates at which deposits in Euros having the
specified maturity and in a principal amount of not less than (euro)1,000,000,
are offered at approximately 11:00 a.m., Brussels time, on that EURIBOR
Determination Date, to prime banks in the Euro-zone interbank market by the
Reference Banks. The Administrator will request the principal Euro-zone office
of each Reference Bank to provide a quotation of its rate. If the Reference
Banks provide at least two quotations, the rate for that day will be the
arithmetic mean of the quotations. If the Reference Banks provide fewer than two
quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in the Euro-zone, selected by the Administrator, at
approximately 11:00 a.m. Brussels time, on that EURIBOR Determination Date, for
loans in Euros to leading European banks having the specified maturity and in a
principal amount of not less than (euro)1,000,000. If the banks selected as
described above are not providing quotations, EURIBOR in effect for the
applicable Interest Accrual Period will be EURIBOR for the specified maturity in
effect for the previous Interest Accrual Period.

        "U.S. DOLLAR EQUIVALENT PRINCIPAL AMOUNT" shall mean, with respect to a
Class of the Reset Rate Notes while in a Foreign Exchange Mode, the U.S. Dollar
equivalent of the Outstanding Amount of such Class of the Reset Rate Notes in a
Foreign Exchange Mode as of the date of determination based on the exchange rate
provided in the related Currency Swap Agreement.

                                   ARTICLE II

                           RESET RATE NOTE PROCEDURES

        SECTION 2.01. INTEREST RATES; PRINCIPAL PAYMENTS.

               (a) The Class A-6 Notes will bear interest from the Date of
        Issuance through and including the day before its Initial Reset Date,
        payable on each Quarterly Distribution Date, at the rate set forth in
        the definitions of Class A-6 Rate. The Class A-7 Notes will bear
        interest from the Date of Issuance through and including the day before
        its Initial Reset Date, payable on each Quarterly Distribution Date, at
        the rate set forth in the definitions of Class A-7 Rate. The applicable
        interest rate for each subsequent Reset Period will be set forth on
        Schedule A to the applicable Reset Rate Note and determined as set forth
        below. Interest on each Class of the Reset Rate Notes shall be paid on


                                      A-12
<PAGE>

        each Quarterly Distribution Date at the priority level set forth in
        Section 5.04(c) of the Indenture; provided that if interest due to a
        Class of the Reset Rate Notes is payable through a Derivative Product,
        the related Issuer Derivative Payments will be payable by the Issuer to
        the related Counterparty, and the Counterparty Swap Payment payable by
        the Counterparty to the Issuer (for payment to the Noteholders of the
        related Reset Rate Notes), as described in Section 2.09 of this Appendix
        A.

               (b) Interest on any Class of the Reset Rate Notes after the
        initial Reset Period may be reset to bear either a fixed or floating
        rate of interest at the option of the Remarketing Agents, in
        consultation with the Administrator. The interest rate, or the mechanism
        for calculating the interest rate, on the Reset Rate Notes will be reset
        as of each Reset Date as determined by (i) the Remarketing Agents, in
        consultation with the Administrator, with respect to (A) the length of
        the Reset Period, (B) whether the rate is fixed or floating and (I) if
        floating, the applicable Index, or (II) if fixed, the applicable pricing
        benchmark, (C) the applicable Day Count Basis, (D) the applicable
        currency denomination, i.e., U.S. Dollars, Euros, Pounds Sterling or
        another non-U.S. Dollar currency, (E) if in a Foreign Exchange Mode, the
        applicable distribution dates on which interest will be paid to the
        Noteholders of the Reset Rate Notes, if other than quarterly, (F) the
        applicable Interest Rate Determination Dates within each Interest
        Accrual Period, (G) the interval between Interest Rate Change Dates
        during each Interest Accrual Period, (H) whether the applicable Class of
        the Reset Rate Notes will be structured to amortize periodically or to
        receive a payment of principal only at the end of the related Reset
        Period and (I) if applicable, the related All Hold Rate; and (ii) the
        Remarketing Agents, in their sole determination, with respect to the
        setting of the applicable (A) fixed rate of interest, or (B) Spread to
        the chosen Index, as applicable.

               (c) In the event that any Class of the Reset Rate Notes is reset
        (i) to bear (or continue to bear) interest at a floating rate, (ii) to
        bear (or continue to bear) a fixed rate of interest and/or (iii) to be
        denominated (or continue to be denominated) in a currency other than
        U.S. Dollars, and the Remarketing Agents, in consultation with the
        Administrator determine that it would be in the best interest of the
        Issuer based on existing market conditions to enter into one or more
        Derivative Products, the Administrator will be responsible for
        arranging, on behalf of the Issuer, one or more Derivative Products to
        hedge the basis risk and/or currency exchange risk (as applicable) and,
        together with the Remarketing Agents, for selecting the Counterparties
        thereto in accordance with the procedures set forth in Section 2.09(c)
        of this Appendix A. No Class of the Reset Rate Notes will be reset (or
        continue) (A) to bear interest at a floating rate that is not based on
        LIBOR or a Commercial Paper Rate, or at a fixed rate or (B) to be
        denominated in a currency other than U.S. Dollars unless one or more
        Derivative Products are entered into as of the related Reset Date that
        results in the Rating Agency Condition being satisfied. In connection
        with each Derivative Product, the Remarketing Agents shall solicit bids
        from Eligible Counterparties in accordance with the procedures set forth
        in Section 2.09(c) of this Appendix A.

                                      A-13
<PAGE>

               (d) Each Class of the Reset Rate Notes shall be entitled either
        (i) to receive payments of principal in reduction of its Outstanding
        Amount on each Quarterly Distribution Date at the priority level set
        forth in Section 5.04(c) of the Indenture or (ii) if such Class of the
        Reset Rate Notes is then structured not to receive a payment of
        principal until the end of the related Reset Period, to receive
        allocations of principal at the priority level set forth in Section
        5.04(c) of the Indenture on each Quarterly Distribution Date; provided,
        however, that such amounts referred to in this clause (ii) shall not be
        paid in reduction of the Outstanding Amount of such Class of the Reset
        Rate Notes, and instead all such amounts shall be deposited into the
        related Accumulation Account for payment to the Noteholders of the
        related Reset Rate Notes or the related Currency Swap Counterparty, as
        applicable, on or about the next related Reset Date as set forth in
        Section 2.10(a) of this Appendix A.

        SECTION 2.02. END OF RESET PERIOD NOTICE.

               (a) Unless the holder of the related Call Option has delivered
        the related Call Option Notice or the Reset Rate Notes are to be
        redeemed pursuant to Section 2.13 of the Indenture, the Administrator,
        not less than 15 nor more than 30 calendar days prior to any Remarketing
        Terms Determination Date, will (i) give written notice (including
        facsimile or other electronic transmission, if permitted pursuant to the
        recipient's standard procedures) to the applicable Clearing Agencies,
        with a copy to the Trustee, notifying them of the upcoming Reset Date
        and the identities of the related Remarketing Agents and stating whether
        tender is deemed mandatory or optional for the applicable Class of Reset
        Rate Notes on the related Reset Date (the "Initial Reset Date Notice")
        and (ii) request that each Clearing Agency notify its participants of
        (1) the contents of the Initial Reset Date Notice, (2) the Remarketing
        Terms Notice to be given on the Remarketing Terms Determination Date
        pursuant to Section 2.03(d) of this Appendix A, (3) the Spread
        Determination Notice to be given on the Spread Determination Date
        pursuant to Section 2.08(e) of this Appendix A, and (4) if applicable,
        the procedures concerning the timely delivery of a Hold Notice pursuant
        to Section 2.07 of this Appendix A that must be followed if any
        beneficial owner of a Class of the Reset Rate Notes wishes to retain its
        Reset Rate Notes.

               (b) The Administrator will also include in each Initial Reset
        Date Notice the names and contact information of any Remarketing Agents
        confirmed or appointed by the Administrator, or if no Remarketing Agents
        have then been so chosen, the Administrator will provide adequate
        contact information for Noteholders of the related Reset Rate Notes to
        receive information regarding the upcoming Reset Date.

               (c) If the related Clearing Agency or its respective nominee, as
        applicable, is no longer the holder of record of the related Class of
        the Reset Rate Notes, the Administrator, or the Remarketing Agents on
        its behalf, will send the Noteholders of those Reset Rate Notes, with a
        copy to the Trustee, the required notices setting forth the information
        in subsections (a) and (b) of this Section not less than 15 nor more
        than 30 calendar days prior to any Remarketing Terms Determination Date.
        In addition, in the event that Definitive Notes evidencing an interest
        in a Class of the Reset Rate Notes are issued, the Administrator shall
        cause the Trustee to provide to the relevant Noteholders of such Class
        of the Reset Rate Notes any additional procedures applicable to such
        Class of the Reset Rate Notes while in definitive form.

                                      A-14
<PAGE>

        SECTION 2.03. REMARKETING TERMS DETERMINATION DATE.

               (a) Subject to the provisions of the Remarketing Agreement, prior
        to a Remarketing Terms Determination Date for a Class of the Reset Rate
        Notes, and unless the holder of the related Call Option has delivered
        the Call Option Notice or the Reset Rate Notes are to be redeemed
        pursuant to Section 2.13 of the Indenture, the Administrator shall
        re-affirm the capability of the initial Remarketing Agents to perform
        under the Remarketing Agreement, and/or enter into new remarketing
        agreements with other or additional remarketing agents, who shall
        function as the Remarketing Agents with respect to the related Reset
        Date. On each Remarketing Terms Determination Date, the Issuer, the
        Administrator and the Remarketing Agents will enter into a Remarketing
        Agency Agreement for the remarketing of the related Class of the Reset
        Rate Notes.

               (b) If the Remarketing Agents, in consultation with the
        Administrator, determine prior to the Remarketing Terms Determination
        Date that any Currency Swap Agreements required pursuant to Section
        2.01(c)(iii) of this Appendix A will not be obtainable on the related
        Reset Date, the related Class of the Reset Rate Notes must be
        denominated in U.S. Dollars during the next related Reset Period.

               (c) Unless the holder of the related Call Option has delivered
        the related Call Option Notice or the Reset Rate Notes are to be
        redeemed pursuant to Section 2.13 of the Indenture, on or prior to a
        Remarketing Terms Determination Date the Remarketing Agents will notify
        the Noteholders of the related Reset Rate Notes whether tender is deemed
        mandatory or optional and, in consultation with the Administrator, will
        establish the following terms for the related Class of the Reset Rate
        Notes to be applicable during the immediately following related Reset
        Period:

                      (i) the expected weighted average life of that Class of
               the Reset Rate Notes, based on prepayment and other assumptions
               customary for comparable securities;

                      (ii) the name and contact information of the Remarketing
               Agents;

                      (iii) the next Reset Date and length of such Reset Period;

                      (iv) the interest rate mode (i.e., fixed rate or floating
               rate);

                      (v) the currency denomination;

                      (vi) the applicable minimum denominations and additional
               increments for such Class of the Reset Rate Notes;

                      (vii) if in a Foreign Exchange Mode, the identities of the
               Eligible Counterparties from which bids will be solicited;

                      (viii) if in a Foreign Exchange Mode, the applicable
               distribution dates on which interest and principal will be paid
               to the Noteholders of the related Reset Rate Notes, if other than
               quarterly;

                                      A-15
<PAGE>

                      (ix) whether the applicable Class of the Reset Rate Notes
               will be structured to amortize periodically or to receive a
               payment of principal only at the end of the related Reset Period;

                      (x) if in floating rate mode, the applicable Index;

                      (xi) if in floating rate mode, the interval between
               Interest Rate Change Dates;

                      (xii) if in floating rate mode, the applicable Interest
               Rate Determination Date;

                      (xiii) if in fixed rate mode, the applicable fixed rate
               pricing benchmark;

                      (xiv) if in fixed rate mode, the identities of the
               Eligible Counterparties from which bids will be solicited;

                      (xv) if in floating rate mode, whether there will be a
               related Derivate Product and, if so, the identities of the
               Eligible Counterparties from which bids will be solicited;

                      (xvi) the applicable Day Count Basis;

                      (xvii) the related All Hold Rate, if applicable;

                      (xviii)if Definitive Notes are to be issued, the
               procedures for delivery and exchange of Definitive Notes and for
               dealing with lost or mutilated notes; and

                      (xix) any other relevant terms incidental to the foregoing
               (other than the related Spread or fixed rate of interest, as
               applicable) for the next Reset Period;

        provided, that any interest rate mode, other than a floating rate based
        on LIBOR or the Commercial Paper Rate, will require that the Rating
        Agency Condition be satisfied prior to the delivery of the related
        Remarketing Terms Notice.

               (d) The Remarketing Agents will communicate all of the
        information established in subsection (c) of this Section in the
        Remarketing Terms Notice required to be given in writing (which may
        include facsimile or other electronic transmission if in accordance with
        each Clearing Agency's standard procedures) to the each Clearing Agency
        or the Noteholders of the applicable Class of the Reset Rate Notes if
        Definitive Notes have been issued, as applicable, the Trustee and the
        Rating Agencies on the related Remarketing Terms Determination Date.

               (e) In addition, prior to a Remarketing Terms Determination Date
        for a Class of the Reset Rate Notes, the Administrator shall cause the
        Schedule Replacement Order with respect to such Class of the Reset Rate
        Notes to be delivered to the Trustee and the Clearing Agencies.
        Furthermore, the Administrator shall also prepare, on behalf of the
        Issuer, a preliminary Remarketing Prospectus, dated as of the
        Remarketing Terms Determination Date, setting forth the relevant terms
        for the next Reset Period in addition to current information regarding
        the pool of Financed Eligible Loans.

                                      A-16
<PAGE>

        SECTION 2.04. ALL HOLD RATE.

        (a) On each Remarketing Terms Determination Date for a Class of the
Reset Rate Notes which is denominated in U.S. Dollars during both the
then-current Reset Period and the immediately following Reset Period, the
Remarketing Agents, in consultation with the Administrator, will establish the
related All Hold Rate for that Class of the Reset Rate Notes. With respect to
any Class of Reset Rate Notes that is either in a Foreign Exchange Mode during
the then-current Reset Period or will be reset into a Foreign Exchange Mode on
the immediately following Reset Date, all Noteholders of the related Reset Rate
Notes will be deemed to have tendered their related Reset Rate Notes on the
related Reset Date, regardless of any desire by such Noteholder of the related
Reset Rate Notes to retain their ownership thereof, and no All Hold Rate will be
applicable.

        (b) The All Hold Rate will only be applicable if 100% of the Noteholders
of a Class of the Reset Rate Notes deliver timely Hold Notices wherein they
elect to hold their Reset Rate Notes for the next related Reset Period. If
applicable, the related interest rate for that Class of the Reset Rate Notes
during the immediately following Reset Period will not be less than the All Hold
Rate. If the rate of interest using the Spread or fixed rate of interest
established on the Spread Determination Date is higher than the All Hold Rate,
then upon a successful remarketing of the related Class of the Reset Rate Notes,
all Noteholders of the related Reset Rate Notes who delivered a Hold Notice
agreeing to be subject to the All Hold Rate instead will be entitled to the
higher rate of interest during the immediately following Reset Period.

        SECTION 2.05. FAILED REMARKETING.

               (a) With respect to each Reset Date for a Class of the Reset Rate
        Notes for which the holder of the Call Option does not deliver the
        related Call Option Notice and the Reset Rate Notes are not redeemed
        pursuant to Section 2.13 of the Indenture, a Failed Remarketing will be
        declared by the Remarketing Agents for such Class of the Reset Rate
        Notes and the provisions of this Section will apply if any of the
        conditions set forth in the definition of "Failed Remarketing" are
        applicable. In order to prevent the declaration of a Failed Remarketing,
        the Remarketing Agents will have the option, but not the obligation, to
        purchase any Reset Rate Notes tendered that they are not otherwise able
        to remarket or with respect to which a committed purchaser defaults on
        their purchase obligations.

               (b) At any time a Failed Remarketing is declared on a Class of
        the Reset Rate Notes when denominated in U.S. Dollars, (i) all Reset
        Rate Notes of such Class will be deemed to have been retained by the
        applicable Noteholders on the related Reset Date, regardless of any
        deemed mandatory or voluntary tenders made to Remarketing Agents; (ii)
        the Failed Remarketing Rate for such Class of the Reset Rate Notes will
        apply for the related Reset Period; and (iii) a Reset Period of three
        months will be established for such Class of the Reset Rate Notes.

                                      A-17
<PAGE>

               (c) At any time a Failed Remarketing is declared on a Class of
        the Reset Rate Notes when in a Foreign Exchange Mode, (i) all Reset Rate
        Notes of such Class will be deemed to have been retained by the
        applicable Noteholders on the related Reset Date, regardless of any
        deemed mandatory tenders made to Remarketing Agents, (ii) such Class
        will remain denominated in such foreign currency, (iii) each related
        Currency Swap Counterparty will be entitled to receive quarterly
        payments from the Issuer at the Extension Rate, (iv) the Issuer will be
        entitled to receive from each Currency Swap Counterparty, for payment to
        the applicable Noteholders, quarterly index rate payments at the Failed
        Remarketing Rate and (v) a Reset Period of three months will be
        established for such Class of the Reset Rate Notes. In addition, if a
        Class of the Reset Rate Notes is in a Foreign Exchange Mode at the time
        a Failed Remarketing is declared, the provisions of Sections 2.09(a)(i)
        and (ii) shall also apply.

               (d) If there is a Failed Remarketing of a Class of the Reset Rate
        Notes, Noteholders of that Class shall not be entitled to exercise any
        remedies as a result of the failure of their Class of the Reset Rate
        Notes to be remarketed on the related Reset Date.

        SECTION 2.06. CALL OPTION.

               (a) With respect to each Reset Date, Nelnet, Inc. is hereby
        granted a Call Option for the purchase of not less than 100% of the
        Class of the Reset Rate Notes being reset on such Reset Date,
        exercisable at a price equal to 100% of the Outstanding Amount of that
        Class of the Reset Rate Notes, less all amounts distributed to the
        related Noteholders of the Reset Rate Notes as a payment of principal on
        the related Quarterly Distribution Date, plus any accrued and unpaid
        interest not paid by the Issuer on the applicable Reset Date.

               (b) Nelnet, Inc. may transfer ownership of the Call Option at any
        time to any Nelnet Eligible Purchaser.

               (c) A Call Option may be exercised with respect to the related
        Class of the Reset Rate Notes being reset on such Reset Date at any time
        on or prior to the determination of the related Spread or fixed rate or
        the declaration of a Failed Remarketing, as applicable, on the related
        Spread Determination Date by delivery of a Call Option Notice; provided
        that such Call Option Notice may not be delivered before the day
        following the last Quarterly Distribution Date immediately preceding the
        next applicable Reset Date. Once written notice of the exercise of a
        Call Option is given, such exercise may not be rescinded.

               (d) All amounts due and owing to the Noteholders of the related
        Class of the Reset Rate Notes shall be remitted on or before the related
        Reset Date by the holder of the related Call Option in accordance with
        the standard procedures established by the Clearing Agencies for
        transfer of securities to ensure timely payment of principal to the
        Noteholders of the related Class of the Reset Rate Notes on the related
        Reset Date.

                                      A-18
<PAGE>

               (e) In the event that a Call Option is exercised with respect to
        a Class of the Reset Rate Notes then in a Foreign Exchange Mode, the
        holder of such Call Option shall deliver the U.S. Dollar Equivalent
        Principal Amount remaining after all payments of principal are made with
        respect to the related Quarterly Distribution Date, and interest (if
        applicable) owing to the Noteholders of the Reset Rate Notes to the
        Remarketing Agents for delivery to the Counterparties to the related
        Currency Swap Agreements, who shall exchange such amount into the
        applicable currency for delivery to the London Paying Agent for delivery
        to the Noteholders of the related Reset Rate Notes; provided, however,
        that if there are no such Currency Swap Agreements then in effect, the
        holder of such Call Option shall remit all amounts due and owing to the
        Remarketing Agents for delivery to the London Paying Agent for delivery
        to the Noteholders of the related Reset Rate Notes in the applicable
        currency on or before the Reset Date in accordance with the standard
        procedures established by the related Clearing Agencies for transfer of
        securities to ensure timely payment of principal to the Noteholders of
        the related Reset Rate Notes on the related Reset Date.

               (f) If a Call Option is exercised with respect to any Class of
        the Reset Rate Notes, (i) the interest rate on that Class of the Reset
        Rate Notes will be the Call Rate, (ii) that Class of the Reset Rate
        Notes will be denominated in U.S. Dollars and (iii) a Reset Period of
        three months will be established. At the end of such three month Reset
        Period, the holder of the related Call Option may either remarket the
        related Class of the Reset Rate Notes pursuant to the remarketing
        procedures set forth in this Appendix A and in the Remarketing
        Agreement, or retain that Class of the Reset Rate Notes for one or more
        successive three-month Reset Periods at the then-current Call Rate. In
        the event the holder of the related Call Option chooses to remarket that
        Class of the Reset Rate Notes, such holder shall be solely responsible
        for all costs and expenses relating to the preparation of any new
        offering document and any other related costs and expenses associated
        with such remarketing, other than the fees of the Remarketing Agents, as
        more fully set forth in Section 3 of the Remarketing Agreement.

               (g) Other than in connection with the exercise of a Call Option,
        none of Nelnet, Inc., the Issuer or any of their affiliates shall have
        the ability to purchase any Reset Rate Notes tendered to the Remarketing
        Agents.

        SECTION 2.07. HOLD NOTICE. For a Class of the Reset Rate Notes that is
denominated in U.S. Dollars during both the then-current Reset Period and the
immediately following Reset Period, the Noteholders of the related Reset Rate
Notes will have the option to deliver a Hold Notice to any Remarketing Agent
setting forth their desire to hold their Reset Rate Notes for the next Reset
Period at a rate of interest not less than the All Hold Rate and on the terms
set forth in the related Remarketing Terms Notice, at any time on or after the
Remarketing Terms Determination Date until the Notice Date. Such Hold Notice may
be delivered as an oral statement to a Remarketing Agent, if subsequently
confirmed in writing within 24 hours, which confirmation may be in the form of
an e-mail if timely received by the Remarketing Agent. If a Noteholder of the
related Reset Rate Notes does not timely deliver a Hold Notice to a Remarketing
Agent (such Hold Notice not to be considered delivered until actually received
by such Remarketing Agent), that Noteholder of the related Reset Rate Notes will
be deemed to have tendered for remarketing 100% of the Outstanding Amount of its
related Reset Rate Notes. Any duly applicable delivered Hold Notice will be
irrevocable, but will be subject to a mandatory tender of the applicable Reset
Rate Notes pursuant to any exercise of the related Call Option. All of the Reset
Rate Notes of an applicable Class, whether tendered or not, will bear interest
during any related Reset Period on the same terms.

                                      A-19
<PAGE>

        SECTION 2.08. SPREAD DETERMINATION DATE.

               (a) On each Spread Determination Date, unless a Failed
        Remarketing has been declared or the holder of the related Call Option
        has delivered the related Call Option Notice or the Reset Rate Notes are
        to be redeemed pursuant to Section 2.13 of the Indenture, the
        Administrator, the Issuer and the Remarketing Agents will enter into a
        Supplemental Remarketing Agency Agreement.

               (b) If pursuant to the Remarketing Terms Notice, the Remarketing
        Agents, in consultation with the Administrator, have determined that a
        Class of the Reset Rate Notes is to be reset to bear a fixed rate of
        interest, then the applicable fixed rate of interest for the
        corresponding Reset Period will be determined on the Spread
        Determination Date by adding (i) the applicable spread as determined by
        the Remarketing Agents on the Spread Determination Date; and (ii) the
        yield to maturity on the Spread Determination Date of the applicable
        fixed rate pricing benchmark, selected by the Remarketing Agents, as
        having an expected weighted average life based on a scheduled maturity
        at the next Reset Date, which would be used in accordance with customary
        financial practice in pricing new issues of asset-backed securities of
        comparable average life; provided that such fixed rate of interest will
        in no event be lower than the related All Hold Rate, if applicable. The
        Remarketing Agents shall determine the applicable fixed rate of interest
        for such Class of the Reset Rate Notes (by reference to the applicable
        fixed rate pricing benchmark plus or minus the spread determined on the
        Remarketing Terms Determination Date) on each Spread Determination Date
        irrespective of whether no remarketing will occur as the result of the
        application of the All Hold Rate. In addition, on the related Spread
        Determination Date, the Remarketing Agents, in consultation with the
        Administrator, shall determine the Supplemental Interest Deposit Amount,
        if any, for that Class of the Reset Rate Notes.

               (c) If pursuant to the Remarketing Terms Notice, the Remarketing
        Agents, in consultation with the Administrator, have determined that a
        Class of the Reset Rate Notes are to be reset to bear a floating rate of
        interest, then, on the related Spread Determination Date, the
        Remarketing Agents will establish the applicable Spread to be added or
        subtracted from the applicable Index; provided that such floating rate
        of interest will in no event be lower than the related All Hold Rate, if
        applicable. In addition, on the related Spread Determination Date, the
        Remarketing Agents, in consultation with the Administrator, shall
        determine the Supplemental Interest Deposit Amount, if any, for that
        Class of the Reset Rate Notes.

               (d) If required pursuant to Section 2.01(c) of this Appendix A,
        on the related Reset Date the Issuer shall enter into either (i) one or
        more Currency Swap Agreements, if the related Class of Reset Rate Notes
        are to be reset into a Foreign Exchange Mode, or (ii) one or more
        Derivative Products if the related Class of Reset Rate Notes are to be
        reset in U.S. Dollars and to bear interest at a fixed rate or at a
        floating rate other than one based on LIBOR or a Commercial Paper Rate,
        with an Eligible Counterparty.

                                      A-20
<PAGE>

               (e) On or immediately following the Spread Determination Date,
        the Remarketing Agents will communicate in writing (including facsimile
        or other electronic transmission if in accordance with each Clearing
        Agency's standard procedures) the contents of the Spread Determination
        Notice to each Clearing Agency or the Noteholders of the Reset Rate
        Notes if Definitive Notes have been issued, as applicable, with
        instructions to distribute such notices to its related participants, or
        to the Noteholders of the Reset Rate Notes, as applicable, the Trustee
        and the Rating Agencies. The Spread Determination Date Notice will
        contain: (i) the determined Spread or fixed rate of interest, as the
        case may be, or, if applicable, a statement that the All Hold Rate or
        the Failed Remarketing Rate will be in effect for the immediately
        following Reset Period, (ii) any applicable currency exchange rate,
        (iii) the identity of any selected Counterparty or Counterparties, if
        applicable, (iv) if applicable, the floating rate (or rates) of interest
        to be due to each selected Counterparty with respect to each Quarterly
        Distribution Date during the immediately following Reset Period and (v)
        any other information that the Administrator or the Remarketing Agents
        deem applicable. Furthermore, for each Class of the Reset Rate Notes to
        be reset in a Foreign Exchange Mode, the currency exchange rate, the
        Extension Rate due to each related Currency Swap Counterparty and the
        Failed Remarketing Rate applicable to such Class of the Reset Rate Notes
        for the immediately following Reset Period will be determined pursuant
        to the terms of the related Currency Swap Agreement and contained in the
        Spread Determination Notice. In addition, if required for the
        immediately following Reset Period, on or before the related Spread
        Determination Date the Administrator will arrange for new or additional
        securities identification codes to be obtained as required. Furthermore,
        the Administrator, on behalf of the Issuer, will prepare the final
        Remarketing Prospectus, dated the Spread Determination Date, setting
        forth the terms of the Reset Rate Notes for the upcoming Reset Period.

        SECTION 2.09. CURRENCY SWAP AGREEMENTS AND INTEREST RATE SWAP
AGREEMENTS.

               (a) If a Class of the Reset Rate Notes is to be reset in a
        Foreign Exchange Mode, on the related Reset Date, the Issuer will enter
        into, or will instruct the Trustee to enter into (not in its individual
        capacity, but solely as Trustee), one or more Currency Swap Agreements
        for the related Reset Period.

                      (i) Each Currency Swap Counterparty which is party to a
               related Currency Swap Agreement will be entitled to receive: (A)
               on the effective date of such Currency Swap Agreement, all
               secondary market trade proceeds received from purchasers of the
               related Class of the Reset Rate Notes in the applicable currency,
               (B) with respect to each applicable Quarterly Distribution Date,
               (x) an interest rate of Three-Month LIBOR, plus or minus a
               spread, as determined from the bidding process described in
               subsection (c) of this Section (other than as may be interpolated
               for an initial or final calculation period under that Currency
               Swap Agreement), multiplied by the U.S. Dollar Equivalent
               Principal Amount of the related Class of the Reset Rate Notes,
               and multiplied by a fraction determined by the number of days in
               the applicable Interest Accrual Period and the applicable Day
               Count Basis and (y) all payments of principal in U.S. Dollars
               that are allocated to the related Class of the Reset Rate Notes;


                                      A-21
<PAGE>

               provided that if the related Class of the Reset Rate Notes is
               then structured not to receive a payment of principal until the
               end of the related Reset Period, all principal payments allocated
               to the Reset Rate Notes on any Quarterly Distribution Date will
               be deposited into the related Accumulation Account and paid to
               the related Currency Swap Counterparties on or about the next
               Reset Date as set forth in the related Currency Swap Agreements
               (including all sums required to be deposited therein on the Reset
               Date), but excluding all investment earnings thereon, and (C) on
               a Reset Date corresponding to a successful remarketing or an
               exercise of the related Call Option, all U.S. Dollar currency
               equivalent of all secondary market trade proceeds or proceeds
               from the exercise of the related Call Option or the mandatory
               redemption of the Notes pursuant to Section 2.13 of the
               Indenture, as applicable, received from the Remarketing Agents
               directly from purchasers of the related Class of the Reset Rate
               Notes (if in U.S. Dollars), from the new Currency Swap
               Counterparty or Counterparties, as applicable (if in non-U.S.
               Dollar currency) or from the holder of the related Call Option or
               the sale of the Financed Eligible Loans pursuant to Section 10.03
               or 10.04 of the Indenture or Section 2.13(a) of this Appendix A,
               as applicable. With respect to the Initial Currency Swap
               Agreements, each applicable Initial Currency Swap Counterparty
               shall be entitled to receive on the Date of Issuance in lieu of
               secondary market proceeds described in clause (A) above, all
               applicable non-U.S. Dollar currency proceeds received by the
               Issuer from purchasers of the related Class of the Reset Rate
               Notes (which shall be net of any applicable underwriting
               commission).

                      (ii) In addition, each related Currency Swap Counterparty
               will be obligated to pay to the London Paying Agent, on behalf of
               the Issuer (for payment to the Noteholders of the related Class
               of the Reset Rate Notes, if applicable): (A) on the effective
               date of such Currency Swap Agreement, the U.S. Dollar equivalent
               of all secondary market trade proceeds received from purchasers
               of the related Class of the Reset Rate Notes, (B) with respect to
               each applicable Quarterly Distribution Date, (x) their applicable
               percentage of the applicable rate of interest on the related
               Class of the Reset Rate Notes multiplied by the Outstanding
               Amount of the related Class of the Reset Rate Notes and
               multiplied by a fraction determined by the number of days in the
               applicable Interest Accrual Period and the applicable Day Count
               Basis, and (y) the applicable non-U.S. Dollar currency equivalent
               of the U.S. Dollars such Swap Counterparty concurrently receives
               from the Issuer as a payment of principal allocated to the
               Noteholders of the related Class of Reset Rate Notes (including,
               on the related Maturity Date for such Class of Reset Rate Notes,
               if a Currency Swap Agreement is then in effect, the remaining
               Outstanding Amount of such Class of the Reset Rate Notes) but
               only to the extent that the required U.S. Dollar Equivalent
               Principal Amount is received from the Issuer on such date, at an
               exchange rate to be set on the effective date of and set forth in
               the related Currency Swap Agreement, (C) on the date subsequent
               to any Reset Date (other than for any Reset Date following a
               Reset Date upon which a Failed Remarketing has occurred, up to
               and including the Reset Date resulting in a successful
               remarketing or an exercise of the related Call Option) on which
               the principal amount is actually paid to the Class A-6


                                      A-22
<PAGE>

               Noteholders, their applicable percentage of any required amount
               of additional interest, at the interest rate applicable to the
               tendered Reset Rate Notes resulting from any required delay in
               Reset Date payments through Euroclear and Clearstream, on the
               principal amount to be paid to the Class A-6 Noteholders on such
               date, and (D) on a related Reset Date corresponding to a
               successful remarketing or an exercise of the related Call Option
               or the mandatory redemption of the Notes pursuant to Section 2.13
               of the Indenture, the applicable currency equivalent of all U.S.
               Dollar secondary market trade proceeds received by the Issuer
               from the purchasers of the related Reset Rate Notes or proceeds
               received by the Issuer from the exercise of the related Call
               Option or the sale of the Financed Eligible Loans pursuant to
               Section 10.03 or 10.04 of the Indenture or Section 2.13(a) of
               this Appendix A, as applicable, at an exchange rate to be set on
               the effective date of and set forth in the related Currency Swap
               Agreement. With respect to each Initial Currency Swap Agreement,
               the related Initial Currency Swap Counterparty shall be obligated
               to pay to the Issuer on the Date of Issuance, in lieu of the
               payments described in clause (A) above, the U.S. Dollar
               Equivalent Principal Amount of the applicable non-U.S. Dollar
               currency received by the Issuer from the sale of the applicable
               Class of the Reset Rate Notes. For any Reset Period following a
               Reset Date upon which a Failed Remarketing has occurred, up to
               any including the Reset Date resulting in a successful
               remarketing or an exercise of the related Call Option or
               redemption for that Class of the Reset Rate Notes, payments of
               interest and principal to Noteholders of that Class of the Reset
               Rate Notes will be made no later than the second Business Day
               following the related Reset Date without the payment of any
               additional interest.

               (b) On each Reset Date if a Class of the Reset Rate Notes is to
        be reset in U.S. Dollars, and a Derivative Product is required pursuant
        to Sections 2.01(c) of this Appendix A and subsection (d) of this
        Section, then the Issuer will enter into, or will instruct the Trustee
        to enter into (not in its individual capacity, but solely as Trustee),
        one or more Interest Rate Swap Agreements for the next Reset Period to
        facilitate the Issuer's ability to pay applicable interest at the
        related interest rate.

                      (i) Each Counterparty which is party to a related Interest
               Rate Swap Agreements will be entitled to receive on each
               Quarterly Distribution Date an interest rate of Three-Month
               LIBOR, plus or minus a spread, as determined from the bidding
               process described in subsection (c) of this Section, multiplied
               by the Outstanding Amount of the related Class of the Reset Rate
               Notes and multiplied by a fraction determined by the number of
               days in the applicable Interest Accrual Period and the applicable
               Day Count Basis.

                      (ii) In addition, each related Counterparty which is a
               party to a related Interest Rate Swap Agreements will be
               obligated to pay to the Issuer on each Quarterly Distribution
               Date, the applicable rate of interest on the related Class of the
               Reset Rate Notes multiplied by the Outstanding Amount of the
               related Class of the Reset Rate Notes and multiplied by a
               fraction determined by the number of days in the applicable
               Interest Accrual Period and the applicable Day Count Basis and
               rounding the resultant figure to the fifth decimal place.

                                      A-23
<PAGE>

               (c) Other than with respect to the Initial Currency Swap
        Agreement, the Remarketing Agents, in consultation with the
        Administrator, in determining the Counterparty to each required
        Derivative Product, will solicit bids from at least three Eligible
        Counterparties and will select the lowest of these bids to provide the
        interest rate swap and/or currency exchange swap(s). If the lowest
        bidder specifies a notional amount that is less than the Outstanding
        Amount of the related Class of the Reset Rate Notes, the Remarketing
        Agents, in consultation with the Administrator, may select more than one
        Eligible Counterparty, but only to the extent that such additional
        Eligible Counterparties have provided the next lowest received bid or
        bids, and enter into more than one Swap Agreement that results in the
        Rating Agency Condition being satisfied.

               (d) Other than with respect to the Initial Currency Swap
        Agreement, it is a condition precedent to the entering into of any
        Derivative Product and the setting of the amount to be paid to the
        related Counterparty that the Rating Agency Condition is satisfied. No
        Derivative Product will be entered into or caused to be entered into by
        the Issuer, the Administrator on its behalf or the Remarketing Agents,
        for any Reset Period where the related Call Option has been exercised,
        the Notes are to be redeemed pursuant to Section 2.13 of the Indenture
        or a Failed Remarketing has been declared.

               (e) Each Currency Swap Agreement will terminate at the earliest
        to occur of (i) the next succeeding Reset Date for which there is a
        successful remarketing, (ii) the Reset Date for which the related Call
        Option is exercised, (iii) the Quarterly Distribution Date on which the
        Outstanding Amount of the related Class of the Reset Rate Notes is
        reduced to zero (including as the result of a redemption of the Reset
        Rate Notes pursuant to Section 2.13 of the Indenture) or (iv) the Note
        Final Maturity Date of the related Class of the Reset Rate Notes. No
        Currency Swap Agreement will terminate solely due to the declaration of
        a Failed Remarketing. Each Interest Rate Swap Agreement will terminate
        on the earliest to occur of the next Reset Date, or the occurrence of an
        event specified in clause (iii) or (iv) above.

               (f) With respect to each Currency Swap Agreement, and in the
        event that a Failed Remarketing is declared, the rate of interest due to
        each related Currency Swap Counterparty from the Issuer on each
        Quarterly Distribution Date will be increased to the Extension Rate and
        the rate due to the Issuer from each related Currency Swap Counterparty
        will change to equal the Failed Remarketing Rate.

               (g) The Issuer shall not enter into any amendment to any Currency
        Swap Agreement to cure any ambiguity in, or to correct or supplement any
        provision of any Currency Swap Agreement, unless the Issuer has
        determined, and the Trustee has agreed in writing at the written
        direction of the Issuer, that the amendment will not materially
        adversely affect the interests of the Noteholders and provided that the
        Issuer has provided reasonable notice to the Rating Agencies of such
        amendment and the Rating Agency Condition is satisfied.

                                      A-24
<PAGE>

        SECTION 2.10. PAYMENT OF PRINCIPAL ON THE RESET RATE NOTES.

               (a) If, on any Quarterly Distribution Date, a principal payment
        would be payable to a Class of the Reset Rate Notes when such Class is
        structured to receive a payment of principal only at the end of the
        related Reset Period, those principal payments will be allocated to that
        Class of the Reset Rate Notes and deposited into the Class A-7
        Accumulation Account of the Accumulation Fund where it will remain until
        the next Reset Date for that Class of Reset Rate Notes as provided in
        Section 5.08 of the Indenture (except that if a Class of Reset Rate
        Notes is in a Foreign Exchange Mode, principal will be paid according to
        the provisions of Sections 2.09(a)(i) and (a)(ii) of this Appendix A),
        unless an Event of Default under the Indenture has occurred (in which
        case the Trustee will distribute all sums on deposit therein to the
        Noteholders of the Reset Rate Notes in accordance with the provisions of
        Section 6.02 of the Indenture).

               (b) On each Reset Date for a Class of the Reset Rate Notes when
        such Class is structured to receive a payment of principal only at the
        end of the related Reset Period, all sums, if any, then on deposit in
        the Class A-7 Accumulation Account of the Accumulation Fund, including
        any allocation of principal made on the same date will be distributed by
        the Trustee, at the direction of the Administrator, as set forth in
        Section 5.08 of the Indenture, to the Noteholders of the Class A-7
        Notes, as of the related Record Date, or the related Currency Swap
        Counterparty or Counterparties (as applicable), in reduction of
        principal of the Class A-7 Notes; provided, that, in the event on any
        Quarterly Distribution Date the amount on deposit in the related
        Accumulation Account of the Accumulation Fund would equal the
        Outstanding Amount of the Reset Rate Notes, no additional amounts will
        be deposited into the Class A-7 Accumulation Account of the Accumulation
        Fund and all amounts therein will be distributed by the Trustee, at the
        direction of the Administrator, as set forth in Section 5.08 of the
        Indenture, on the next related Reset Date to the related Noteholders (or
        to the related Currency Swap Counterparty or Counterparties), and on
        such Reset Date the Reset Rate Notes will no longer be Outstanding.

               (c) The Trustee, subject to sufficient available funds therefor,
        at the direction of the Administrator and pursuant to Section 5.04(c) of
        the Indenture, will deposit into a Supplemental Interest Fund, the
        related Supplemental Interest Deposit Amount. On each Quarterly
        Distribution Date, all sums (which shall include investment earnings) on
        deposit in the Supplemental Interest Fund shall be transferred to the
        Collection Fund.

        SECTION 2.11. REMARKETING AGENTS; REMARKETING FEE FUND.

               (a) The initial Remarketing Agents, appointed pursuant to the
        terms of the Remarketing Agreement are J.P. Morgan Securities Inc. and
        Morgan Stanley & Co. Incorporated The terms and conditions of the
        Remarketing Agreement will govern the duties and obligations of the
        Remarketing Agents. The Administrator, the Issuer and the Remarketing
        Agents will enter into on each related (i) Remarketing Terms
        Determination Date, a related Remarketing Agency Agreement in form and
        substance substantially the same as Appendix A to the Remarketing
        Agreement, unless (A) a Failed Remarketing is declared, (B) the holder


                                      A-25
<PAGE>

        of the related Call Option has delivered the related Call Option Notice
        on or prior to such date or (C) the Reset Rate Notes are to be redeemed
        pursuant to Section 2.13 of the Indenture; and (ii) Spread Determination
        Date, a Supplemental Remarketing Agency Agreement in form and substance
        substantially the same as Appendix B to the Remarketing Agreement,
        unless (A) a Failed Remarketing is declared, (B) the holder of the
        related Call Option has delivered the related Call Option Notice on or
        prior to such date, (C) the Reset Rate Notes are to be redeemed pursuant
        to Section 2.13 of the Indenture or (D) if applicable, 100% of the
        related Noteholders have timely delivered a Hold Notice and the All Hold
        Rate will apply for the next related Reset Period.

               (b) Excluding all Reset Rate Notes of a Class for which a
        Remarketing Agent has received a timely delivered Hold Notice, if
        applicable (or if the holder of the related Call Option has delivered
        the related Call Option Notice), on the Reset Date that commences each
        Reset Period, each related Reset Rate Note will be automatically
        tendered, or deemed tendered, to the relevant Remarketing Agent for
        remarketing by such Remarketing Agent on the Reset Date at 100% of its
        Outstanding Amount. If the related Class of the Reset Rate Notes is held
        in book-entry form, 100% of the Outstanding Amount of such Reset Rate
        Notes will be paid by the Remarketing Agents in accordance with the
        standard procedures of the applicable Clearing Agencies.

               (c) The Remarketing Agents will attempt, on a reasonable efforts
        basis and in accordance with the terms and conditions of the Remarketing
        Agreement and the related Remarketing Agency Agreement, to remarket the
        tendered Reset Rate Notes of the applicable Class at a price equal to
        100% of the Outstanding Amount of the Reset Rate Notes so tendered.

               (d) Purchasers of the related Class of the Reset Rate Notes will
        be credited with their positions on the applicable Reset Date with
        respect to positions held through DTC or on the next Business Day with
        respect to positions held through the European Clearing Systems. No
        payment delay to existing Noteholders of the Reset Rate Notes holding
        U.S. Dollar-denominated Reset Rate Notes through DTC will occur on the
        related Reset Date for any Class of Reset Rate Notes denominated in U.S.
        Dollars during the immediately following Reset Period.

               (e) Each of the Remarketing Agents, in its individual or any
        other capacity, may buy, sell, hold and deal in any Class of the Notes,
        including, but not limited to, purchasing any tendered Reset Rate Notes
        as part of the remarketing process. Any Remarketing Agent that owns a
        Reset Rate Note may exercise any vote or join in any action which any
        beneficial owner of any Class of Notes may be entitled to exercise or
        take with like effect as if it did not act in any capacity under the
        Remarketing Agency Agreement. Any Remarketing Agent, in its individual
        capacity, either as principal or agent, may also engage in or have an
        interest in any financial or other transaction with the Issuer, the
        Depositor, the Master Servicer, each Subservicer, the Trustee (in its
        individual capacity), the Eligible Lender Trustee (in its individual
        capacity) or the Administrator as freely as if it did not act in any
        capacity under the Remarketing Agreement or any Remarketing Agency
        Agreement. No Noteholder or beneficial owner of any Reset Rate Note will
        have any rights or claims against any Remarketing Agent as a result of
        such Remarketing Agent's not purchasing any tendered Reset Rate Note,
        which results in the declaration of a Failed Remarketing.

                                      A-26
<PAGE>

               (f) Each of the Remarketing Agents will be entitled to receive a
        fee in connection with their services rendered for each successful
        remarketing of a Class of the Reset Rate Notes in the amount set forth
        in the Remarketing Agreement and the related Remarketing Agency
        Agreement. Subject to the terms and conditions set forth in the
        Remarketing Agreement, the Administrator, in its sole discretion, may
        change the Remarketing Agents for any Class of the Reset Rate Notes for
        any Reset Period at any time on or before the related Remarketing Terms
        Determination Date. In addition, the Administrator will appoint one or
        more additional Remarketing Agents, if necessary, for a Reset Date when
        the related Class of the Reset Rate Notes will be remarketed in a
        non-U.S. Dollar currency. Furthermore, a Remarketing Agent may resign at
        any time; provided that no resignation may become effective on a date
        that is later than 15 Business Days prior to a Remarketing Terms
        Determination Date.

               (g) In accordance with Section 5.01(e) of the Indenture, on the
        Date of Issuance, the Issuer shall establish the Remarketing Fee Fund,
        which will be held by the Trustee for the benefit of the Remarketing
        Agents and the related Class of the Reset Rate Notes and, in certain
        circumstance, the Noteholders of the Class A Notes. The fees associated
        with each successful remarketing will be payable directly to the
        Remarketing Agents from amounts on deposit from time to time in the
        Remarketing Fee Account. On each Quarterly Distribution Date, Available
        Funds will be deposited into the Remarketing Fee Account, in the
        priority set forth in Section 5.04(c) of the Indenture, in an amount up
        to the Quarterly Funding Amount; provided that if the amount on deposit
        in the Remarketing Fee Fund, after the payment of any remarketing fees
        therefrom, exceeds the sum of the Reset Period Target Amounts for all
        Classes of the Reset Rate Notes, such excess will be withdrawn on the
        related Quarterly Distribution Date, deposited into the Collection Fund
        and included in the Available Funds for that Quarterly Distribution
        Date. All investment earnings on deposit in the Remarketing Fee Fund
        will be withdrawn on the next Quarterly Distribution Date, deposited
        into the Collection Account and included in Available Funds for that
        Quarterly Distribution Date. In the event that the fees owed to any
        Remarketing Agent on a Reset Date exceed the amount then on deposit
        (after giving effect to distributions made on such Reset Date) in the
        Remarketing Fee Account, such shortfall shall be paid from the
        Collection Fund on future Quarterly Distribution Dates in the priority
        set forth in Section 5.04(c) of the Indenture. The Issuer shall also be
        responsible for certain remarketing costs and expenses to the extent set
        forth in Section 3 of the Remarketing Agreement, which shall be paid on
        each Quarterly Distribution Date from the Collection Fund at the
        priority set forth in Section 5.04(c) of the Indenture.

        SECTION 2.12. EXECUTION OF DOCUMENTS. The Trustee is hereby authorized
and directed to execute and deliver, not in its individual capacity, but solely
as Trustee, any Derivative Products including any Interest Rate Swap Agreements
and any Currency Swap Agreements, including the Initial Currency Swap Agreement,
and any required supplement, amendment or replacement thereof, as the
Administrator, in writing and from time to time, shall instruct the Trustee. The
Trustee shall not be liable to any party, any third party or any Noteholder for
any such actions taken at the written instruction of the Administrator.


                                      A-27
<PAGE>

Notwithstanding the foregoing, in the event that the Trustee declines or fails
to execute or deliver any such document, instrument, certificate or agreement as
instructed by the Administrator, the Administrator is hereby authorized, in its
sole discretion, to execute and deliver, not in its individual capacity but
solely as Administrator on behalf of the Issuer, all such required documents,
instruments, certificates and agreements. The foregoing authorization shall
represent a limited power of attorney granted by the Issuer to the Administrator
to act on its behalf and the Administrator shall not be liable to any party, any
third party or any Noteholder for any such actions taken in good faith and in
accordance with these Reset Rate Note Procedures.

        SECTION 2.13. AUCTION OR PURCHASE OF THE FINANCED ELIGIBLE LOANS.

               (a) If (i) there are no longer any Class A Notes, other than the
        Reset Rate Notes, Outstanding and (ii) the Pool Balance is less than 25%
        of the Initial Pool Balance, the Issuer shall have the option to request
        that the Trustee offer the remaining Financed Eligible Loans held in the
        Trust Estate for sale at auction before the next Reset Date provided
        that (A) if the Class A-6 Notes are still Outstanding, such purchase may
        only occur prior to a date that is a Reset Date for both the Class A-6
        Notes and the Class A-7 Notes; or (B) if the Class A-6 Notes are no
        longer Outstanding, such purchase may only occur prior to any Reset Date
        for the Class A-7 Notes. Such auction shall be performed in the same
        manner as auction conducted pursuant to Section 10.04 of the Indenture.
        Nelnet, Inc., or its designated affiliates and unrelated third parties
        may bid to purchase the Financed Eligible Loans in the auction. In
        addition, if (I) the conditions set forth in clause (i) and (ii) of the
        first sentence of this subsection (a) have been satisfied and (II) there
        has been a failed remarketing of each Outstanding Class of the Reset
        Rate Notes on such Reset Date, Nelnet, Inc. is hereby granted an option
        to purchase the Financed Eligible Loans held in the Trust Estate on such
        Reset Date. The net proceeds of any auction sale, or the exercise of the
        Purchase Option described in this Section, will be used to retire the
        Outstanding Reset Rate Notes and the Class B notes on the designated
        Reset Date, which will result in early retirement of those Notes. Such
        Financed Eligible Loans shall be purchased at a purchase price equal to
        the greater of the Minimum Purchase Amount and the fair market value of
        such Financed Eligible Loans as of the Quarterly Distribution Date
        immediately preceding the date of sale for the purpose of redeeming the
        Reset Rate Notes and the Class B Notes on such Reset Date or any Reset
        Date thereafter pursuant to Section 2.13(b) of the Indenture. The holder
        of the Purchase Option shall exercise such option by providing the
        Trustee with the purchase price described above on such Rest Date. The
        Trustee may consult, and, at the direction of the Issuer, shall consult,
        with a financial advisor, including an underwriter of the Notes or the
        Administrator, to determine if the fair market value of the Financed
        Eligible Loans has been offered in any auction or by any Nelnet Eligible
        Purchaser. From the proceeds of the sale of the Financed Eligible Loans
        and the amounts on deposit in the Funds and Accounts, the Trustee shall
        deposit amounts sufficient to retire the Reset Rate Notes and the Class
        B Notes on such Reset Date pursuant to the redemption provisions of
        Section 2.13(b) of the Indenture and to pay any Issuer Derivative
        Payments into separate Accounts established by the Trustee within the
        Collection Fund and shall deposit the remainder to the Collection Fund.
        The Trustee shall use the amounts on deposit in those Accounts, to
        retire the Reset Rate Notes and the Class B Notes on such Reset Date and
        to pay any such Issuer Derivative Payments pursuant to the corresponding
        Derivative Product.

                                      A-28
<PAGE>

               (b) Nelnet, Inc. may transfer ownership of the Purchase Option
        described in this Section at any time to any Nelnet Eligible Purchaser.



                                      A-29
<PAGE>

                                    EXHIBIT A

                      ELIGIBLE LOAN ACQUISITION CERTIFICATE


        This Eligible Loan Acquisition Certificate is submitted pursuant to the
provisions of Section 5.02 of the Indenture of Trust, dated as of May 1, 2006,
as amended (the "Indenture"), between Nelnet Student Loan Trust 2006-2 (the
"Issuer") and Zions First National Bank, as Trustee. All capitalized terms used
in this Certificate and not otherwise defined herein shall have the same
meanings given to such terms in the Indenture. In your capacity as Trustee, you
are hereby authorized and requested to disburse to _________________ (the
"Seller") the sum of $__________ (or, in the case of an exchange, the Eligible
Loans listed in Exhibit A hereto) for the acquisition of Eligible Loans. With
respect to the Eligible Loans so to be acquired, the Issuer hereby certifies as
follows:

        1. The Eligible Loans to be acquired are those specified in Schedule A
attached hereto (the "Acquired Eligible Loans"). The remaining unpaid principal
amount of each Acquired Eligible Loan is as shown on such Schedule A.

        2. The amount to be disbursed pursuant to this Certificate does not
exceed the amount permitted by Section 5.02 of the Indenture, plus accrued
interest.

        3. Each Acquired Eligible Loan is an Eligible Loan authorized so to be
acquired by the Indenture.

        4. The following items have been received and are being retained, on
your behalf, by the Issuer, the Master Servicer or a Subservicer:

               (a) a copy of the Student Loan Purchase Agreement(s) between the
        Issuer and the Eligible Lender with respect to the Acquired Eligible
        Loans (original copy maintained on file with the Issuer on behalf of the
        Trustee);

               (b) with respect to each Insured Loan included among the Acquired
        Eligible Loans, the Certificate of Insurance relating thereto;

               (c) with respect to each Guaranteed Loan included among the
        Acquired Eligible Loans, a certified copy of the Guarantee Agreement
        relating thereto;

               (d) an opinion of counsel to the Issuer specifying each action
        necessary to perfect a security interest in all Eligible Loans to be
        acquired by the Issuer pursuant to the Student Loan Purchase Agreements
        in favor of the Trustee in the manner provided for by the provisions of
        20 U.S.C. ss. 1087-2(d)(3) or 20 U.S.C. ss. 1082(m)(1)(D)(iv), as
        applicable, (you are authorized to rely on the advice of a single
        blanket opinion of counsel to the Issuer until such time as the Issuer
        shall provide any amended opinion to you); and

               (e) instruments duly assigning the Acquired Eligible Loans to the
        Trustee.


<PAGE>

        5. The Issuer is not, on the date hereof, in default under the Indenture
or in the performance of any of its covenants and agreements made in the Student
Loan Purchase Agreement(s) relating to the Acquired Eligible Loans, and, to the
best knowledge of the Issuer, the Eligible Lender is not in default under the
Student Loan Purchase Agreement applicable to the Acquired Eligible Loans. The
Issuer is not aware of any default existing on the date hereof under any of the
other documents referred to in paragraph 4 hereof, nor of any circumstances
which would reasonably prevent reliance upon the opinion of counsel referred to
in paragraph 4(d) hereof.

        6. All of the conditions specified in the Student Loan Purchase
Agreement(s) applicable to the Acquired Eligible Loans and the Indenture for the
acquisition of the Acquired Eligible Loans and the disbursement hereby
authorized and requested have been satisfied; provided that the Issuer may waive
the requirement of receiving an opinion of counsel from the counsel to the
Lender.

        7. If a Financed Eligible Loan is being sold in exchange for an Acquired
Eligible Loan, the final expected maturity date of such Acquired Eligible Loan
shall be substantially similar to that of the Financed Eligible Loan being sold
and such sale and exchange shall not adversely affect the ability of the Issuer
to make timely principal and interest payments on its Obligations.

        8. With respect to all Acquired Eligible Loans which are Insured,
Insurance is in effect with respect thereto, and with respect to all Acquired
Eligible Loans which are Guaranteed, the Guarantee Agreement is in effect with
respect thereto.

        9. The Issuer is not in default in the performance of any of its
covenants and agreements made in any Contract of Insurance or the Guarantee
Agreement applicable to the Acquired Eligible Loans.

        10. The proposed use of moneys in the Prefunding Account of the
Acquisition Fund is in compliance with the provisions of the Indenture.

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

        12. Eligible Loans are being acquired at a price which permits the
results of the cash flow analyses provided to the Rating Agencies on the Date of
Issuance and as revised/amended to be sustained.

        WITNESS my hand this _____ day of ___________.

                                       NELNET STUDENT LOAN TRUST 2006-2



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


                                      A-2
<PAGE>


                                   EXHIBIT B-1

                             FORM OF CLASS A-1 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                            SENIOR CLASS A-1 (LIBOR)

REGISTERED NO. R-__                                       REGISTERED $__________

   DATE OF ISSUANCE       MATURITY DATE            CUSIP NO.           ISIN NO.

     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-1 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-1 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-1 Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-1-2
<PAGE>

        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                        NELNET STUDENT LOAN TRUST 2006-2

                                        By  WELLS FARGO DELAWARE TRUST
                                            COMPANY, not in its
                                            individual capacity but
                                            solely as Delaware Trustee
                                            under the Trust Agreement



                                        By
                                           ------------------------------
                                            Authorized Signatory

Date: __________ __, ____



                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                       ZIONS FIRST NATIONAL BANK, not in its
                                       individual capacity but solely as Trustee



                                       By
                                          --------------------------------------
                                           Authorized Signatory

Date: __________ __, ____


                                      B-1-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-1 (the "Class
A-1 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7
(together with the Class A-1 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-1 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-1 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-1 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-1-4
<PAGE>

        Interest on the Class A-1 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-1 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-1 Rate. The "Class A-1 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, minus 0.03%. The "Class A-1 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula:

        x + [6/33* (y-x)] minus 0.03%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

                                      B-1-5
<PAGE>

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.


                                      B-1-6
<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-1-7


<PAGE>
                                   EXHIBIT B-2

                             FORM OF CLASS A-2 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                            SENIOR CLASS A-2 (LIBOR)

REGISTERED NO. R-__                                      REGISTERED $__________

   DATE OF ISSUANCE        MATURITY DATE           CUSIP NO.            ISIN NO.
     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-2 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-2 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-2 Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-2-2

<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                        NELNET STUDENT LOAN TRUST 2006-2

                                        By  WELLS FARGO DELAWARE TRUST
                                            COMPANY, not in its
                                            individual capacity but
                                            solely as Delaware Trustee
                                            under the Trust Agreement



                                        By
                                           -------------------------------------
                                            Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                       ZIONS FIRST NATIONAL BANK, not in its
                                       individual capacity but solely as Trustee



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____

                                      B-2-3


<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-2 (the "Class
A-2 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-3, Class A-4, Class A-5, Class A-6 and Class-7
(together with the Class A-2 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-2 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-2 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-2 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-2-4
<PAGE>

        Interest on the Class A-2 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-2 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-2 Rate. The "Class A-2 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, minus 0.01 %. The "Class A-2 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula:

        x + [6/33* (y-x)] minus 0.01%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

                                      B-2-5

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                      B-2-6

<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-2-7

<PAGE>

                                   EXHIBIT B-3

                             FORM OF CLASS A-3 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                            SENIOR CLASS A-3 (LIBOR)

REGISTERED NO. R-__                                       REGISTERED $__________

   DATE OF ISSUANCE       MATURITY DATE         CUSIP NO.             ISIN NO.
     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-3 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-3 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-3 Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-3-2

<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                       NELNET STUDENT LOAN TRUST 2006-2

                                       By  WELLS FARGO DELAWARE TRUST
                                           COMPANY, not in its
                                           individual capacity but
                                           solely as Delaware Trustee
                                           under the Trust Agreement



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                       ZIONS FIRST NATIONAL BANK, not in its
                                       individual capacity but solely as Trustee



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____

                                      B-3-3


<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-3 (the "Class
A-3 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-2, Class A-4, Class A-5, Class A-6 and Class A-7
(together with the Class A-3 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-3 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-3 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-3 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-3-4
<PAGE>

        Interest on the Class A-3 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-3 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-3 Rate. The "Class A-3 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus 0.04%. The "Class A-3 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.04%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

                                      B-3-5
<PAGE>

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                      B-3-6

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-3-7

<PAGE>


                                   EXHIBIT B-4

                             FORM OF CLASS A-4 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                            SENIOR CLASS A-4 (LIBOR)

REGISTERED NO. R-__                                       REGISTERED $__________

   DATE OF ISSUANCE          MATURITY DATE           CUSIP NO.          ISIN NO.
     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-4 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-4 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-4 Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-4-2

<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                       NELNET STUDENT LOAN TRUST 2006-2

                                       By  WELLS FARGO DELAWARE TRUST
                                           COMPANY, not in its
                                           individual capacity but
                                           solely as Delaware Trustee
                                           under the Trust Agreement



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                       ZIONS FIRST NATIONAL BANK, not in its
                                       individual capacity but solely as Trustee



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____


                                      B-4-3

<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-4 (the "Class
A-4 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-2, Class A-3, Class A-5, Class A-6 and Class A-7
(together with the Class A-4 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-4 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-4 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-4 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-4-4
<PAGE>

        Interest on the Class A-4 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-4 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-4 Rate. The "Class A-4 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus 0.08%. The "Class A-4 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.08%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

                                      B-4-5
<PAGE>

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                      B-4-6

<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-4-7

<PAGE>



                                   EXHIBIT B-5

                             FORM OF CLASS A-5 NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                            SENIOR CLASS A-5 (LIBOR)

REGISTERED NO. R-__                                       REGISTERED $__________

   DATE OF ISSUANCE        MATURITY DATE            CUSIP NO.          ISIN NO.
     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class A-5 Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class A-5 Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class A-5 Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-5-2
<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                      NELNET STUDENT LOAN TRUST 2006-2

                                      By  WELLS FARGO DELAWARE TRUST
                                          COMPANY, not in its
                                          individual capacity but
                                          solely as Delaware Trustee
                                          under the Trust Agreement



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      ZIONS FIRST NATIONAL BANK, not in its
                                      individual capacity but solely as Trustee



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: __________ __, ____

                                      B-5-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-5 (the "Class
A-5 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-6 and Class A-7
(together with the Class A-5 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class A-5 Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class A-5 Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-5 Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which (a) an Event of Default shall have
occurred and be continuing and (b) either the Trustee or the Registered Owners
of Obligations representing not less than a majority of the Outstanding Amount
of the Highest Priority Obligations shall have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-5-4
<PAGE>

        Interest on the Class A-5 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-5 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-5 Rate. The "Class A-5 Rate" for each Interest Accrual Period, other
than the first Interest Accrual Period, shall be equal to the applicable
Three-Month LIBOR, plus 0.10%. The "Class A-5 Rate" for the first Interest
Accrual Period shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.10%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

                                      B-5-5
<PAGE>

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                      B-5-6
<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-5-7


<PAGE>



                                   EXHIBIT B-6

                             FORM OF CLASS A-6 NOTE


        [Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.


                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTE
                                SENIOR CLASS A-6
                                RESET RATE NOTES

REGISTERED NO. R-__                                REGISTERED $________________

   DATE OF ISSUANCE         MATURITY DATE          CUSIP NO.            ISIN NO.
     May __, 2006

PRINCIPAL SUM:  _______________________________________ AND 00/100 [DOLLARS]

REGISTERED OWNER:  ____________________.

        NELNET STUDENT LOAN TRUST 2006-2, a statutory trust organized under the
laws of the State of Delaware (the "Issuer," which term includes any successor
under the Indenture of Trust, dated as of May 1, 2006 (the "Indenture"), between
the Issuer, Zions First National Bank, a national banking association, as
trustee (the "Trustee," which term includes any successor trustee under the
Indenture) and as eligible lender trustee) for value received, hereby promises
to pay to the Registered Owner (stated above) or registered assigns, the
Principal Sum hereof, but solely from the revenues and receipts hereinafter
specified and not otherwise, on the Maturity Date specified above (subject to
the right of prior redemption hereinafter described), at the designated
corporate trust office of the Trustee (or the principal office of the London
Paying Agent if the Class A-6 Notes are denominated in a currency other than
U.S. Dollars), as paying agent, trustee, authenticating agent and registrar for
the Notes, or a duly appointed successor paying agent, and to pay interest in
arrears on said Principal Sum, but solely from the revenues and receipts
hereinafter specified and not otherwise, to the Registered Owner hereof from the
most recent Quarterly Distribution Date to which interest has been paid hereon,
until the payment of said principal sum in full.


<PAGE>

        Any capitalized words and terms used as defined words and terms in this
note and not otherwise defined herein shall have the meanings given them in the
Indenture.

        The Issuer shall pay interest on this note at the rate set forth in
Schedule A attached hereto, on each Quarterly Distribution Date until the
principal of this note is paid or made available for payment as set forth in
Schedule A attached hereto, on the principal amount of this note outstanding on
the preceding Quarterly Distribution Date (after giving effect to all payments
of principal made on the preceding Quarterly Distribution Date, if any).
Interest on this note shall accrue from and including the preceding Quarterly
Distribution Date (or, in the case of the first Interest Accrual Period, the
Date of Issuance) to but excluding the following Quarterly Distribution Date
(each an "Interest Accrual Period") as set forth in Schedule A attached hereto.

        The principal of and interest on this note are payable in the currency
set forth in Schedule A attached hereto. If the specified date for any payment
of principal or interest accrued to such specified date shall be a day other
than a Business Day then such payment may be made on the next succeeding
Business Day, with the same force and effect as if made on the specified date
for such payment without additional interest. Interest on the Class A-6 Notes
during the initial Reset Period and during any subsequent Reset Period when the
Class A-6 Notes bear a fixed rate of interest and are denominated in a currency
other than U.S. Dollars will be calculated in accordance with the Actual/Actual
(ISMA) Accrual Method, or another Day Count Basis as may be established on the
related Remarketing Terms Determination Date. Interest on the Class A-6 Notes
during any Reset Period when such notes bear a fixed rate of interest and are
denominated in U.S. Dollars will be computed on the basis of a 360 day year of
twelve 30 day months.

        Principal of the Class A-6 Notes shall be allocable on each Quarterly
Distribution Date and payable as set forth in Schedule A attached hereto to the
extent moneys have been allocated therefor pursuant to the Indenture. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing October 25, 2006.

        If during any Reset Period (including the initial Reset Period) the
Class A-6 Notes constitute Non-Amortizing Reset Rate Notes (as defined in the
Indenture), the registered owners of the Class A-6 Notes will not be paid
principal on any related Quarterly Distribution Date when principal is allocated
to the Class A-6 Notes. All such allocated principal will be deposited into the
related Accumulation Account for payment on the Class A-6 Notes, generally, on
the next related Reset Date in accordance with the procedures set forth in
Appendix A to the Indenture. All principal payments on the Class A-6 Notes shall
be made pro rata to the registered owners thereof.

                                      B-6-2
<PAGE>

        Interest on the Class A-6 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-6 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-6 Rate. The Class A-6 Rate will be reset on the Initial Reset Date
set forth in Schedule A attached hereto and on each Reset Date thereafter in
accordance with the provisions of Appendix A to the Indenture. The Initial Reset
Date for the Class A-6 Notes is the Quarterly Distribution Date in April of
2018. The "Class A-6 Rate" for each Interest Accrual Period during the initial
Reset Period, other than the first Interest Accrual Period, shall be equal to an
annual rate of Three-Month LIBOR plus 0.12%, calculated on the basis of the
actual number of days elapsed and a 360 day year. The "Class A-6 Rate" for the
first Interest Accrual Period shall be determined by reference to the following
formula:

        x + [6/33* (y-x)] plus 0.12%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Interest on the Class A-6 Notes after the initial Reset Period may be
reset to bear either a fixed or floating rate of interest at the option of the
Remarketing Agents, in consultation with the Administrator. The interest rate,
or the mechanism for calculating the interest rate, on the Class A-6 Notes will
be reset as of each Reset Date as determined by (i) the Remarketing Agents, in
consultation with the Administrator, with respect to (A) the length of the Reset
Period, (B) whether the rate is fixed or floating and (I) if floating, the
applicable Index, or (II) if fixed, the applicable pricing benchmark, (C) the
applicable Day Count Basis, (D) the applicable currency denomination, i.e., U.S.
Dollars, Euros, Pounds Sterling or another non-U.S. Dollar currency, (E) if in
Foreign Exchange Mode, the applicable distribution dates on which interest will
be paid to the Noteholders of the Reset Rate Notes, if other than quarterly, (F)
the applicable Interest Rate Determination Dates within each Interest Accrual
Period, (G) the interval between Interest Rate Change Dates during each Interest
Accrual Period, (H) whether the Class A-6 Notes will be structured to amortize
periodically or to receive a payment of principal only at the end of the related
Reset Period and (I) if applicable, the related All Hold Rate; and (ii) the
Remarketing Agents, in their sole determination, with respect to the setting of
the applicable (A) fixed rate of interest, or (B) Spread to the chosen Index, as
applicable.

        On each Reset Date for the Class A-6 Notes, the Trustee or the London
Paying Agent will attach (or will send to the Registered Owner of this note if
not then held in book-entry form) a revised Schedule A attached hereto setting
forth the reset terms of this note and copies of the related Remarketing Terms
Notice and Spread Determination Notice, which shall be considered an integral
part of this note applicable during the related Reset Period.

                                      B-6-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-6 (the "Class
A-6 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-7
(together with the Class A-6 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

        The Class A-6 Notes, the Class A-7 Notes and the Class B Notes are also
subject to redemption if there are no Class A Notes, other than the Class A-6
Notes and the Class A-7 Notes, Outstanding, upon a sale of the Financed Eligible
Loans as provided in Section 2.13(a) of Appendix A to the Indenture, in whole
only, on any Reset Date on or after the date on which the Pool Balance is less
than 25% of the Initial Pool Balance, at a redemption price equal to the
principal amount thereof being redeemed, plus accrued interest, if any, due and
to such Reset Date.

        All Class A-6 Notes called for redemption will cease to bear interest
after the specified redemption or purchase date, provided funds for their
payment are on deposit at the place of payment at the time. Preferably five, but
not less than two Business Days prior to each Quarterly Distribution Date on
which the Class A-6 Notes are to be redeemed, the Trustee shall cause notice
such redemption to be given by mailing a copy of the notice by first-class mail
to the Administrator and Registered Owners of the Class A-6 Notes, at their
address as the same shall last appear upon the registration books on such date;
provided, however, that failure to give such notice, or any defect therein,
shall not affect the validity of any proceedings for the reduction or redemption
of the Class A-6 Notes.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

                                      B-6-4

<PAGE>

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Reference is hereby made to the Indenture, copies of which are on file
at the designated corporate trust office of the Trustee, and to all of the
provisions of which any Registered Owner of this note by his acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and
extent of the security for the Notes; the Issuer's student loan origination and
acquisition program; the revenues and other money pledged to the payment of the
principal of and interest on the Notes; the nature and extent and manner of
enforcement of the pledge; the conditions upon which the Indenture may be
amended or supplemented with or without the consent of the Registered Owners of
the Notes and any Counterparty; the rights and remedies of the Registered Owner
hereof with respect hereto and thereto, including the limitations upon the right
of a Registered Owner hereof to institute any suit, action, or proceeding in
equity or at law with respect hereto and thereto; the rights, duties, and
obligations of the Issuer and the Trustee thereunder; the terms and provisions
upon which the liens, pledges, charges, trusts, and covenants made therein may
be discharged at or prior to the stated maturity or earlier redemption of this
note, and this note thereafter shall no longer be secured by the Indenture or be
deemed to be Outstanding, as defined in the Indenture, thereunder; and for the
other terms and provisions thereof.

        THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM,
AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

        No recourse, either directly or indirectly, shall be had for the payment
of the principal of and interest on this note or any claim based hereon or in
respect hereof or of the Indenture, against the Trustee (or the London Paying
Agent if the Class A-6 Notes are denominated in a currency other than U.S.
Dollars), or any incorporator, director, officer, employee, or agent of the
Issuer, but the obligation to pay all amounts required by the Indenture securing
this note and the obligation to do and perform the covenants and acts required
of the Issuer therein and herein shall be and remain the responsibility and
obligation of said Issuer, limited as herein set forth.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee (or the London Paying Agent if the Class A-6 Notes are denominated
in a currency other than U.S. Dollars), duly endorsed for transfer or
accompanied by an assignment duly executed by the Registered Owner or his
attorney duly authorized in writing, and thereupon the Issuer shall execute and
the Trustee (or the London Paying Agent if the Class A-6 Notes are denominated
in a currency other than U.S. Dollars) shall authenticate and deliver in the
name of the transferee or transferees a new fully registered Note or Notes of
the same interest rate and for a like class and aggregate principal amount of
the same maturity.

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

                                       B-6-5
<PAGE>

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

        The Issuer, the Trustee, and any agent of either of them shall treat the
Person in whose name this note is registered as the Registered Owner hereof (a)
on the record date for purposes of receiving timely payment of interest hereon,
and (b) on the date of surrender of this note for purposes of receiving payment
of principal hereof at its stated maturity and (c) for all other purposes,
whether or not this note is overdue, and none of the Issuer, the Trustee, or any
such agent shall be affected by notice to the contrary.

        The Registered Owner hereof shall not have the right to demand payment
of this note or any interest hereon out of funds raised or to be raised by
taxation.

        Unless the certificate of authentication hereon has been executed by the
Trustee or the London Paying Agent whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      B-6-6
<PAGE>


        IN WITNESS WHEREOF, the Issue has caused this instrument to be duly
executed, manually or in facsimile, as of the Date of Issuance.

                                       NELNET STUDENT LOAN TRUST 2006-2

                                       By  WELLS FARGO DELAWARE TRUST
                                           COMPANY, not in its
                                           individual capacity but
                                           solely as Delaware Trustee
                                           under the Trust Agreement



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                      [ZIONS FIRST NATIONAL BANK, not
                                      in its individual capacity but
                                      solely as Trustee] [HSBC BANK
                                      plc, not in its individual
                                      capacity but solely as London
                                      Paying Agent and agent of the
                                      Trustee]



                                      By
                                         ---------------------------------------
                                          Authorized Signatory


Date: __________ __, ____


                                      B-6-7
<PAGE>

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto __________ (Social Security or other identifying number __________) the
within note and all rights thereunder and hereby irrevocably appoints __________
attorney to transfer the within note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:                          SIGNED:
       -----------------               ----------------------------------------
                                NOTICE:  The signature on this Assignment must
                                correspond  with  the  name of the  Registered
                                Owner as it  appears on the face of the within
                                note in every particular.


Signature Guaranteed by:

Signature(s) must be guaranteed
by an eligible guarantor institution
pursuant to Securities and Exchange
Commission Rule 17Ad-15 that is a
participant in a signature guarantor
program recognized by the Trustee

                                      B-6-8
<PAGE>


                                   SCHEDULE A

             RESET RATE NOTE TERMS AND REMARKETING TERMS NOTICE AND
                           SPREAD DETERMINATION NOTICE

        Reset Period Begins:

        Reset Period Ends:

        Interest Rate Mode:

        Class A-6 Rate:

        Day Count Basis:

        Interest Accrual Period:

        Initial Reset Date:

        Distribution Date:

               Interest Payable:

               Principal Allocable:

               Principal Payable:

        Currency:





<PAGE>



                                   EXHIBIT B-7

                             FORM OF CLASS A-7 NOTE


        [Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.


                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTE
                                SENIOR CLASS A-7
                                RESET RATE NOTES

REGISTERED NO. R-__                                 REGISTERED $________________

   DATE OF ISSUANCE        MATURITY DATE      EUROPEAN COMMON CODE     ISIN NO.
     May __, 2006

PRINCIPAL SUM:  _______________________________________ AND 00/100 [DOLLARS]

REGISTERED OWNER:  ____________________.

        NELNET STUDENT LOAN TRUST 2006-2, a statutory trust organized under the
laws of the State of Delaware (the "Issuer," which term includes any successor
under the Indenture of Trust, dated as of May 1, 2006 (the "Indenture"), between
the Issuer, Zions First National Bank, a national banking association, as
trustee (the "Trustee," which term includes any successor trustee under the
Indenture) and as eligible lender trustee) for value received, hereby promises
to pay to the Registered Owner (stated above) or registered assigns, the
Principal Sum hereof, but solely from the revenues and receipts hereinafter
specified and not otherwise, on the Maturity Date specified above (subject to
the right of prior redemption hereinafter described), at the designated
corporate trust office of the Trustee (or the principal office of the London
Paying Agent if the Class A-7 Notes are denominated in a currency other than
U.S. Dollars), as paying agent, trustee, authenticating agent and registrar for
the Notes, or a duly appointed successor paying agent, and to pay interest in
arrears on said Principal Sum, but solely from the revenues and receipts
hereinafter specified and not otherwise, to the Registered Owner hereof from the
most recent Quarterly Distribution Date to which interest has been paid hereon,
until the payment of said principal sum in full.


<PAGE>

        Any capitalized words and terms used as defined words and terms in this
note and not otherwise defined herein shall have the meanings given them in the
Indenture.

        The Issuer shall pay interest on this note at the rate set forth in
Schedule A attached hereto, on each Quarterly Distribution Date until the
principal of this note is paid or made available for payment as set forth in
Schedule A attached hereto, on the principal amount of this note outstanding on
the preceding Quarterly Distribution Date (after giving effect to all payments
of principal made on the preceding Quarterly Distribution Date, if any).
Interest on this note shall accrue from and including the preceding Quarterly
Distribution Date (or, in the case of the first Interest Accrual Period, the
Date of Issuance) to but excluding the following Quarterly Distribution Date
(each an "Interest Accrual Period") as set forth in Schedule A attached hereto.

        The principal of and interest on this note are payable in the currency
set forth in Schedule A attached hereto. If the specified date for any payment
of principal or interest accrued to such specified date shall be a day other
than a Business Day then such payment may be made on the next succeeding
Business Day, with the same force and effect as if made on the specified date
for such payment without additional interest. Interest on the Class A-7 Notes
during the initial Reset Period and during any subsequent Reset Period when the
Class A-7 Notes bear a fixed rate of interest and are denominated in a currency
other than U.S. Dollars will be calculated in accordance with the Actual/Actual
(ISMA) Accrual Method, or another Day Count Basis as may be established on the
related Remarketing Terms Determination Date. Interest on the Class A-7 Notes
during any Reset Period when such notes bear a fixed rate of interest and are
denominated in U.S. Dollars will be computed on the basis of a 360 day year of
twelve 30 day months.

        Principal of the Class A-7 Notes shall be allocable on each Quarterly
Distribution Date and payable as set forth in Schedule A attached hereto to the
extent moneys have been allocated therefor pursuant to the Indenture. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing October 25, 2006.

        If during any Reset Period (including the initial Reset Period) the
Class A-7 Notes constitute Non-Amortizing Reset Rate Notes (as defined in the
Indenture), the registered owners of the Class A-7 Notes will not be paid
principal on any related Quarterly Distribution Date when principal is allocated
to the Class A-7 Notes. All such allocated principal will be deposited into the
related Accumulation Account for payment on the Class A-7 Notes, generally, on
the next related Reset Date in accordance with the procedures set forth in
Appendix A to the Indenture. All principal payments on the Class A-7 Notes shall
be made pro rata to the registered owners thereof.

                                      B-7-2
<PAGE>

        Interest on the Class A-7 Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class A-7 Notes
until the principal amount thereof is paid in full, at a rate per annum equal to
the Class A-7 Rate. The Class A-7 Rate will be reset on the Initial Reset Date
set forth in Schedule A attached hereto and on each Reset Date thereafter in
accordance with the provisions of Appendix A to the Indenture. The Initial Reset
Date for the Class A-7 Notes is the Quarterly Distribution Date in April of
2016. The "Class A-7 Rate" for each Interest Accrual Period during the initial
Reset Period, other than the first Interest Accrual Period, shall be equal to an
annual rate of Three-Month EURIBOR plus 0.10%, calculated on the basis of the
actual number of days elapsed and a 370 day year. The "Class A-7 Rate" for the
first Interest Accrual Period shall be determined by reference to the following
formula:

        x + [6/33* (y-x)] plus 0.10%, as determined by the Administrator.

        where:

        x = Five-Month EURIBOR, and

        y = Six-Month EURIBOR, in each case, as of the second Business Day
before the start of the first Interest Accrual Period.

        Interest on the Class A-7 Notes after the initial Reset Period may be
reset to bear either a fixed or floating rate of interest at the option of the
Remarketing Agents, in consultation with the Administrator. The interest rate,
or the mechanism for calculating the interest rate, on the Class A-7 Notes will
be reset as of each Reset Date as determined by (i) the Remarketing Agents, in
consultation with the Administrator, with respect to (A) the length of the Reset
Period, (B) whether the rate is fixed or floating and (I) if floating, the
applicable Index, or (II) if fixed, the applicable pricing benchmark, (C) the
applicable Day Count Basis, (D) the applicable currency denomination, i.e., U.S.
Dollars, Euros, Pounds Sterling or another non-U.S. Dollar currency, (E) if in
Foreign Exchange Mode, the applicable distribution dates on which interest will
be paid to the Noteholders of the Reset Rate Notes, if other than quarterly, (F)
the applicable Interest Rate Determination Dates within each Interest Accrual
Period, (G) the interval between Interest Rate Change Dates during each Interest
Accrual Period, (H) whether the Class A-7 Notes will be structured to amortize
periodically or to receive a payment of principal only at the end of the related
Reset Period and (I) if applicable, the related All Hold Rate; and (ii) the
Remarketing Agents, in their sole determination, with respect to the setting of
the applicable (A) fixed rate of interest, or (B) Spread to the chosen Index, as
applicable.

        On each Reset Date for the Class A-7 Notes, the Trustee or the London
Paying Agent will attach (or will send to the Registered Owner of this note if
not then held in book-entry form) a revised Schedule A attached hereto setting
forth the reset terms of this note and copies of the related Remarketing Terms
Notice and Spread Determination Notice, which shall be considered an integral
part of this note applicable during the related Reset Period.

                                      B-7-3
<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Senior Class A-7 (the "Class
A-7 Notes"), which, together with the Issuer's Student Loan Asset-Backed Notes,
Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
(together with the Class A-7 Notes, the "Class A Notes") and the Issuer's
Student Loan Asset-Backed Notes, Subordinate Class B (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under and secured by
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Registered Owners. The
Notes are subject to all terms of the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

        The Class A-6 Notes, the Class A-7 Notes and the Class B Notes are also
subject to redemption if there are no Class A Notes, other than the Class A-6
Notes and the Class A-7 Notes, Outstanding, upon a sale of the Financed Eligible
Loans as provided in Section 2.13(a) of Appendix A to the Indenture, in whole
only, on any Reset Date on or after the date on which the Pool Balance is less
than 25% of the Initial Pool Balance, at a redemption price equal to the
principal amount thereof being redeemed, plus accrued interest, if any, due and
to such Reset Date.

        All Class A-7 Notes called for redemption will cease to bear interest
after the specified redemption or purchase date, provided funds for their
payment are on deposit at the place of payment at the time. Preferably five, but
not less than two Business Days prior to each Quarterly Distribution Date on
which the Class A-7 Notes are to be redeemed, the Trustee shall cause notice
such redemption to be given by mailing a copy of the notice by first-class mail
to the Administrator and Registered Owners of the Class A-7 Notes, at their
address as the same shall last appear upon the registration books on such date;
provided, however, that failure to give such notice, or any defect therein,
shall not affect the validity of any proceedings for the reduction or redemption
of the Class A-7 Notes.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

                                      B-7-4
<PAGE>

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Reference is hereby made to the Indenture, copies of which are on file
at the designated corporate trust office of the Trustee, and to all of the
provisions of which any Registered Owner of this note by his acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and
extent of the security for the Notes; the Issuer's student loan origination and
acquisition program; the revenues and other money pledged to the payment of the
principal of and interest on the Notes; the nature and extent and manner of
enforcement of the pledge; the conditions upon which the Indenture may be
amended or supplemented with or without the consent of the Registered Owners of
the Notes and any Counterparty; the rights and remedies of the Registered Owner
hereof with respect hereto and thereto, including the limitations upon the right
of a Registered Owner hereof to institute any suit, action, or proceeding in
equity or at law with respect hereto and thereto; the rights, duties, and
obligations of the Issuer and the Trustee thereunder; the terms and provisions
upon which the liens, pledges, charges, trusts, and covenants made therein may
be discharged at or prior to the stated maturity or earlier redemption of this
note, and this note thereafter shall no longer be secured by the Indenture or be
deemed to be Outstanding, as defined in the Indenture, thereunder; and for the
other terms and provisions thereof.

        THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM,
AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE.

        No recourse, either directly or indirectly, shall be had for the payment
of the principal of and interest on this note or any claim based hereon or in
respect hereof or of the Indenture, against the Trustee (or the London Paying
Agent if the Class A-7 Notes are denominated in a currency other than U.S.
Dollars), or any incorporator, director, officer, employee, or agent of the
Issuer, but the obligation to pay all amounts required by the Indenture securing
this note and the obligation to do and perform the covenants and acts required
of the Issuer therein and herein shall be and remain the responsibility and
obligation of said Issuer, limited as herein set forth.

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee (or the London Paying Agent if the Class A-7 Notes are denominated
in a currency other than U.S. Dollars), duly endorsed for transfer or
accompanied by an assignment duly executed by the Registered Owner or his
attorney duly authorized in writing, and thereupon the Issuer shall execute and
the Trustee (or the London Paying Agent if the Class A-7 Notes are denominated
in a currency other than U.S. Dollars) shall authenticate and deliver in the
name of the transferee or transferees a new fully registered Note or Notes of
the same interest rate and for a like class and aggregate principal amount of
the same maturity.

                                      B-7-5
<PAGE>

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

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

        The Issuer, the Trustee, and any agent of either of them shall treat the
Person in whose name this note is registered as the Registered Owner hereof (a)
on the record date for purposes of receiving timely payment of interest hereon,
and (b) on the date of surrender of this note for purposes of receiving payment
of principal hereof at its stated maturity and (c) for all other purposes,
whether or not this note is overdue, and none of the Issuer, the Trustee, or any
such agent shall be affected by notice to the contrary.

        The Registered Owner hereof shall not have the right to demand payment
of this note or any interest hereon out of funds raised or to be raised by
taxation.

        Unless the certificate of authentication hereon has been executed by the
Trustee or the London Paying Agent whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      B-7-6
<PAGE>


        IN WITNESS WHEREOF, the Issue has caused this instrument to be duly
executed, manually or in facsimile, as of the Date of Issuance.

                                       NELNET STUDENT LOAN TRUST 2006-2

                                       By  WELLS FARGO DELAWARE TRUST
                                           COMPANY, not in its
                                           individual capacity but
                                           solely as Delaware Trustee
                                           under the Trust Agreement



                                       By
                                          --------------------------------------
                                           Authorized Signatory


Date: __________ __, ____


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                        [ZIONS FIRST NATIONAL BANK, not
                                        in its individual capacity but
                                        solely as Trustee] [HSBC BANK
                                        plc, not in its individual
                                        capacity but solely as London
                                        Paying Agent and agent of the
                                        Trustee]



                                        By
                                           -------------------------------------
                                            Authorized Signatory


Date: __________ __, ____


                                      B-7-7
<PAGE>

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto __________ (Social Security or other identifying number __________) the
within note and all rights thereunder and hereby irrevocably appoints __________
attorney to transfer the within note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:                            SIGNED:
       ------------------------        -----------------------------------------
                                  NOTICE:  The signature on this Assignment must
                                  correspond  with  the  name of the  Registered
                                  Owner as it  appears on the face of the within
                                  note in every particular.
Signature Guaranteed by:

Signature(s) must be guaranteed
by an eligible guarantor institution
pursuant to Securities and Exchange
Commission Rule 17Ad-15 that is a
participant in a signature guarantor
program recognized by the Trustee

                                      B-7-8
<PAGE>


                                   SCHEDULE A

                    RESET RATE NOTE TERMS AND REMARKETING TERMS NOTICE AND
                           SPREAD DETERMINATION NOTICE

        Reset Period Begins:

        Reset Period Ends:

        Interest Rate Mode:

        Class A-7 Rate:

        Day Count Basis:

        Interest Accrual Period:

        Initial Reset Date:

        Distribution Date:

               Interest Payable:

               Principal Allocable:

               Principal Payable:

        Currency:




<PAGE>


                                   EXHIBIT B-8

                              FORM OF CLASS B NOTE


        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

        THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY.

                        NELNET STUDENT LOAN TRUST 2006-2
                         STUDENT LOAN ASSET-BACKED NOTES
                           SUBORDINATE CLASS B (LIBOR)

REGISTERED NO. R-__                                       REGISTERED $__________

   DATE OF ISSUANCE         MATURITY DATE           CUSIP NO.          ISIN NO.
     May __, 2006

PRINCIPAL SUM:        **DOLLARS**
REGISTERED OWNER:     **CEDE & CO.**

        Nelnet Student Loan Trust 2006-2, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on each Quarterly Distribution Date the principal sum equal
to the Class B Noteholder's Principal Distribution Amount for such Quarterly
Distribution Date, as described in the Indenture of Trust, dated as of May 1,
2006, between the Issuer (by Wells Fargo Delaware Trust Company, in its capacity
as Delaware Trustee) and Zions First National Bank, a national banking
association, as eligible lender trustee and Trustee (the "Trustee") (capitalized
terms used but not defined herein being defined in Article I of the Indenture,
which also contains rules as to usage that shall be applicable herein);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Maturity Date specified above (the "Class B Maturity
Date").


<PAGE>

        The Issuer shall pay interest on this Note at the rate per annum equal
to the Class B Rate (as defined herein), on each Quarterly Distribution Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Quarterly
Distribution Date or the Date of Issuance in the case of the first Quarterly
Distribution Date (after giving effect to all payments of principal made on the
preceding Quarterly Distribution Date), subject to certain limitations contained
in the Indenture. Interest on this Note shall accrue from and including the
preceding Quarterly Distribution Date (or, in the case of the first Interest
Accrual Period, the Date of Issuance) to but excluding the following Quarterly
Distribution Date (each an "Interest Accrual Period"). Interest shall be
calculated on the basis of the actual number of days elapsed in each Interest
Accrual Period divided by 360 and rounding the resultant figure to the fifth
decimal point. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

        Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      B-8-2

<PAGE>


        IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, manually or in facsimile, as of the date set forth below.

                                        NELNET STUDENT LOAN TRUST 2006-2

                                        By  WELLS FARGO DELAWARE TRUST
                                            COMPANY, not in its
                                            individual capacity but
                                            solely as Delaware Trustee
                                            under the Trust Agreement



                                        By
                                           -------------------------------------
                                            Authorized Signatory

Date: __________ __, ____



                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                       ZIONS FIRST NATIONAL BANK, not in its
                                       individual capacity but solely as Trustee



                                       By
                                          --------------------------------------
                                           Authorized Signatory

Date: __________ __, ____


                                      B-8-3


<PAGE>


        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Student Loan Asset-Backed Notes, Subordinate Class B (the
"Class B Notes"), which, together with the Issuer's Student Loan Asset-Backed
Notes, Senior Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6
and Class A-7 (the "Class A Notes" and, together with the Class B Notes, the
"Notes"), are issued under and secured by the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Trustee and
the Registered Owners. The Notes are subject to all terms of the Indenture.

        The Indenture provides that the Issuer may enter into a derivative
product (a "Derivative Product") between the Issuer and a derivative provider (a
"Counterparty"), as originally executed and as amended or supplemented, or other
interest rate hedge agreement between the Issuer and a Counterparty, as
originally executed and as amended or supplemented. Payments due to a
Counterparty from the Issuer pursuant to the applicable Derivative Product are
referred to herein as "Issuer Derivative Payments," and may be paid on a parity
with interest on any class of the Notes.

        The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture. The Class A Notes and any
Derivative Products are senior to the Class B Notes as and to the extent
provided in the Indenture. The Class A Notes are, except for certain Termination
Payments that are not Priority Termination Payments, issued on a parity with any
Derivative Products entered into by the Issuer with a Counterparty, pursuant to
which the Issuer will, from time to time, owe Issuer Derivative Payments, and
will, from time to time, be owed Counterparty Payments.

        Principal of the Class B Notes shall be payable on each Quarterly
Distribution Date in an amount equal to the Class B Noteholder's Principal
Distribution Amount for such Quarterly Distribution Date. "Quarterly
Distribution Date" means the twenty-fifth (25th) day of each January, April,
July and October or, if any such date is not a Business Day, the immediately
succeeding Business Day, commencing October 25, 2006.

        As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class B Maturity Date. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which (a) an Event of Default shall have occurred and be
continuing and (b) either the Trustee or the Registered Owners of Obligations
representing not less than a majority of the Outstanding Amount of the Highest
Priority Obligations shall have declared the Notes to be immediately due and
payable in the manner provided in the Indenture.

        The Notes are subject to redemption from the proceeds of a sale of
Financed Eligible Loans in accordance with Section 10.03 or 10.04 of the
Indenture on any Quarterly Distribution Date on or after (a) the January 2023
Quarterly Distribution Date and (b) the Quarterly Distribution Date next
succeeding the date on which the then outstanding Pool Balance is 10% or less of
the Initial Pool Balance (all as defined in the Indenture), in whole only, at a
redemption price equal to the principal amount thereof being redeemed, plus
accrued interest, if any, due and payable on the Notes to such Quarterly
Distribution Date.

                                      B-8-4
<PAGE>

        The Class A-6 Notes, the Class A-7 Notes and the Class B Notes are also
subject to redemption if there are no Class A Notes, other than the Class A-6
Notes and the Class A-7 Notes, Outstanding, upon a sale of the Financed Eligible
Loans as provided in Section 2.13(a) of Appendix A to the Indenture, in whole
only, on any Reset Date on or after the date on which the Pool Balance is less
than 25% of the Initial Pool Balance, at a redemption price equal to the
principal amount thereof being redeemed, plus accrued interest, if any, due and
to such Reset Date.

        All Class B Notes called for redemption will cease to bear interest
after the specified redemption or purchase date, provided funds for their
payment are on deposit at the place of payment at the time. Preferably five, but
not less than two Business Days prior to each Quarterly Distribution Date on
which the Class B Notes are to be redeemed, the Trustee shall cause notice such
redemption to be given by mailing a copy of the notice by first-class mail to
the Administrator and registered owners of the Class B Notes, at their address
as the same shall last appear upon the registration books on such date;
provided, however, that failure to give such notice, or any defect therein,
shall not affect the validity of any proceedings for the reduction or redemption
of the Class B Notes.

        Interest on the Class B Notes shall be payable on each Quarterly
Distribution Date on the principal amount outstanding of the Class B Notes until
the principal amount thereof is paid in full, at a rate per annum equal to the
Class B Rate. The "Class B Rate" for each Interest Accrual Period, other than
the first Interest Accrual Period, shall be equal to the applicable Three-Month
LIBOR, plus 0.20%. The "Class B Rate" for the first Interest Accrual Period
shall be determined by reference to the following formula:

        x + [6/33* (y-x)] plus 0.20%, as determined by the Administrator.

        where:

        x =  Five-Month LIBOR, and

        y = Six-Month LIBOR, in each case, as of the second Business Day before
the start of the first Interest Accrual Period.

        Payments of interest on this Note on each Quarterly Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be paid to the Person in whose name such Note is
registered on the Record Date by check mailed first-class, postage prepaid to
such Person's address as it appears on the records of the Trustee on such Record
Date, except that, unless definitive Notes have been issued pursuant to the
Indenture, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment shall be made by wire transfer in immediately available funds to the
account designated by such nominee. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Quarterly Distribution Date, then the Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Quarterly Distribution Date on which
the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Quarterly Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment.

                                      B-8-5

<PAGE>

        As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered upon the records of
the Trustee upon surrender for transfer of any Note at the Principal Office of
the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Registered Owner or his attorney duly authorized in writing, and
thereupon the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new fully registered Note
or Notes of the same interest rate and for a like class and aggregate principal
amount of the same maturity.

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

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

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

        The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

        The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Registered
Owners under the Indenture.

        The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

        This Note shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

                                      B-8-6

<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
________________________________________________________________________________

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
                         (name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       --------------------

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


                                            Signature Guaranteed:



                                            By ________________________________*
                                            *NOTICE: Signature(s) should
                                            be guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such
                                            other guarantee program
                                            acceptable to the Trustee. The
                                            Assignor's signature to this
                                            assignment must correspond with
                                            the name as it appears upon the
                                            face of the within note in every
                                            particular without alteration or
                                            any change whatever.

                                      B-8-7

<PAGE>


                                    EXHIBIT C

                         FORM OF ADMINISTRATOR'S MONTHLY
                       SERVICING PAYMENT DATE CERTIFICATE


        This Administrator's Monthly Servicing Payment Date Certificate (the
"Certificate") is being provided by National Education Loan Network, Inc., as
Administrator (the "Administrator") to Nelnet Student Loan Trust 2006-2 (the
"Issuer") pursuant to Section 5.04(b) of the Indenture of Trust, dated as of May
1, 2006 (the "Indenture"), among the Issuer, Zions First National Bank, as
eligible lender trustee, and Zions First National Bank, as trustee (the
"Trustee"). All capitalized terms used in this Certificate and not otherwise
defined shall have the same meanings as assigned to such terms in the Indenture.

        Pursuant to this Certificate, the Administrator hereby directs the
Trustee to distribute to the Master Servicer, by 3:00 p.m. (New York time) on
__________ __, ____ (the "Monthly Servicing Payment Date"), from and to the
extent of the Available Funds on deposit in the Collection Fund, $__________
Servicing Fee due with respect to the preceding calendar month.

        The Available Funds on this Monthly Servicing Payment Date is equal
to $__________.

        The Administrator hereby certifies that the information herein is true
and accurate in all material respects, is in compliance with the provisions of
the Indenture and that the Trustee may conclusively rely on this Certificate
with no further duty to examine or determine the information contained herein.

        IN WITNESS WHEREOF, the Administrator has caused this Certificate to be
duly executed and delivered as of the date written below.

                                       NATIONAL EDUCATION LOAN NETWORK, INC., as
                                       Administrator



                                       By
                                          --------------------------------------
                                           Authorized Signatory


[DATE]



<PAGE>


                                    EXHIBIT D

                        FORM OF ADMINISTRATOR'S QUARTERLY
                          DISTRIBUTION DATE CERTIFICATE


        This Administrator's Quarterly Distribution Date Certificate (the
"Certificate") is being provided by National Education Loan Network, Inc., as
Administrator (the "Administrator") to Nelnet Student Loan Trust 2006-2 (the
"Issuer") pursuant to Section 5.04(c) of the Indenture of Trust, dated as of May
1, 2006 (the "Indenture"), among the Issuer, Zions First National Bank, as
eligible lender trustee, and Zions First National Bank as trustee (the
"Trustee"). All capitalized terms used in this Certificate and not otherwise
defined shall have the same meanings as assigned to such terms in the Indenture.

        Pursuant to this Certificate, the Administrator hereby directs the
Trustee to make the following deposits and distributions to the Persons or to
the account specified below by 3:00 p.m. (New York time) on __________ __, _____
(the "Quarterly Distribution Date"), to the extent of (w) the amount of
Available Funds received during the immediately preceding Collection Period in
the Collection Fund (or, if necessary, other Available Funds on deposit in the
Collection Fund as provided in Section 5.04 of the Indenture), (x) the amount
transferred from the Reserve Fund pursuant to Section 5.05(b), (c) and (d) of
the Indenture, (y) the amount transferred from the Acquisition Fund pursuant to
Section 5.02 of the Indenture and (z) the amount transferred from the
Capitalized Interest Fund pursuant to Section 5.03 of the Indenture. The Trustee
shall make the following deposits and distributions in the following order of
priority, and the Trustee shall comply with such instructions:

<TABLE>
<CAPTION>

<S>                                                                              <C>
(i)     (a) The Servicing Fee to the Master Servicer,                            $       -
                                                                                 -------------
        (b) The Trustee Fee to the Trustee, and                                  $       -
                                                                                 -------------
        (c) The Delaware Trustee Fee to the Delaware Trustee,                    $       -
                                                                                 -------------
        payments described in (a) through (c) above to be made ratably, without
        preference or priority of any kind, due on the Quarterly Distribution
        Date in each case with such fees remaining unpaid from prior Quarterly
        Distribution Dates (or as applicable from prior Monthly Service Payment
        Dates);

(ii)    The Quarterly Funding Amount to the Remarketing Fee Fund                 $       -
                                                                                 -------------

(iiI)   (a)The Administration Fee to the Administrator                           $       -
                                                                                 -------------
        (b)Any unpaid Administration Fees, if any, from prior Quarterly
           Distribution Dates to the Administrator due on the Quarterly          $       -
           Distribution Date;                                                    -------------



<PAGE>

(iv)    (a)The Interest Distribution Amount to the Class A-1 Noteholders,        $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-2 Noteholders,        $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-3 Noteholders,        $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-4 Noteholders, and    $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-5 Noteholders, and    $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-6 Noteholders,
           (or, if applicable, the Currency Sway Couterparty), and               $       -
                                                                                 -------------
           The Interest Distribution Amount to the Class A-7 Noteholders,
           (or, if applicable, the Currency Sway Couterparty), and               $       -
                                                                                 -------------
        (b)Issuer Derivative Payments (excluding Termination Payments other      $       -
           than Priority Termination Payments) to the Counterparties, pro        -------------
           rata, without preference or priority of any kind, according to the
           amounts payable to each such party;

(v)     The Interest Distribution Amount to the Class B Noteholders;             $       -
                                                                                 -------------
(vi)    An amount equal to the unpaid interest accrued on the Financed Student   $       -
        Loans subsequent to the Cutoff Date but prior to the Date of Issuance,   -------------
        until such amount has been paid in full, to the Depositor;

(vii)   (a)The Class A Principal Distribution Amount to the Class A-1            $
           Noteholders (until paid in full);                                     -------------

        (b)The Class A Principal Distribution Amount to the Class A-2            $
           Noteholders (until paid in full);                                     -------------

        (c)The Class A Principal Distribution Amount to the Class A-3            $
           Noteholders (until paid in full); and                                 -------------

        (d)The Class A Principal Distribution Amount to the Class A-4            $
           Noteholders (until paid in full); and                                 -------------

        (e)The Class A Principal Distribution Amount to the Class A-5            $
           Noteholders (until paid in full); and                                 -------------

        (f)The Class A Principal Distribution Amount to the Class A-6            $
           Noteholders (or, if applicable, the Currency Swap Counterparty) or,   -------------
           if the Class A-6 Notes have been structured to receive a payment of
           principal only at the end of the current Reset Period, to the Class
           A-6 Accumulation Account (until paid in full);

        (g)The Class A Principal Distribution Amount to the Class A-7            $
           Noteholders (or, if applicable, the Currency Swap Counterparty) or,   -------------
           if the Class A-7 Notes have been structured to receive a payment of
           principal only at the end of the current Reset Period, to the Class
           A-7 Accumulation Account (until paid in full);

                                      D-2
<PAGE>


(viii)  Supplemental Interest Deposit Amount required to be deposited to the    $
        Supplemental Interest Fund;                                              -------------

(ix)    On and after the Stepdown Date (no Trigger Event is in effect), the     $
        Class B Principal Distribution Amount to the Class B Noteholders         -------------
        (until paid in full);

(x)     Amounts to be deposited to the Reserve Fund necessary to reinstate the  $
        balance of the Reserve Fund up to the Specified Reserve Fund Balance;    -------------

(xi)    Amounts due to the Master Servicer representing the aggregate unpaid    $
        amount of the Carryover Servicing Fee;                                   -------------

(xii)   amounts due to the Counterparties, pro rata, without preference or      $
        priority (representing any accrued and unpaid Termination Payments due   -------------
        under any such Derivative Product Payments);

(xiii)  Amounts due to reimburse the Administrator as reimbursement for         $
        amounts paid pursuant to the Remarketing Agreement;                      -------------

(xiv)   If the Financed Eligible Loans have not been sold pursuant to Section   $
        10.03 or 10.04 of the Indenture, amounts payable to the Noteholders as   -------------
        an accelerated payment of principal balance on the Notes pursuant to
        Section 5.04(c)(xiv) of the Indenture; and

(xv)    remaining amounts to the Depositor.                                     $
                                                                                 -------------
        Total Distributions                                                     $
                                                                                 -------------
        The Available Funds from the immediately preceding Collection Period    $
        on this Quarterly Distribution Date.                                     -------------

        If required, other Available Funds on deposit in the Collection Fund.   $
                                                                                 -------------
        If required, Issuer contributions for Borrower Incentive Program        $
        deficiencies.                                                            -------------


</TABLE>

        Pursuant to this Certificate, if applicable, the Administrator further
hereby directs the Trustee to withdraw from (a) the Acquisition Fund for deposit
to the Collection Fund (i) an amount equal to $__________, representing the
amount of insufficient Available Funds in the Collection Account to make the
transfers required by Sections 5.04(b) (other than transfers to fund "add-on
consolidation loans" or repurchase student loans from the Master Servicer, any
Subservicer or any Guaranty Agency) and 5.04(c)(i) through (v) and (x) of the
Indenture (other than Termination Payments) and (ii) an amount equal to
$__________, representing the remaining amount on deposit in the Acquisition
Fund on _____ __, 2006, (b) the Capitalized Interest Fund for deposit to the
Collection Fund an amount equal to $__________, representing the amount of
insufficient Available Funds in the Collection Account to make the transfers
required by Sections 5.04(b) (other than transfers to fund "add-on consolidation
loans" or repurchase student loans from the Master Servicer, any Subservicer or
any Guaranty Agency) and 5.04(c)(i) through (v) and (x) of the Indenture (other
than Termination Payments), (c) the Reserve Fund for deposit to the Collection

                                      D-3
<PAGE>

Fund to the extent moneys are not available to make the transfers from the
Capitalized Interest Fund, (i) an amount equal to $__________, representing the
amount of insufficient Available Funds in the Collection Account to make the
transfers required by Sections 5.04(b) (other than transfers to fund "add-on
consolidation loans" or repurchase student loans from the Master Servicer, any
Subservicer or any Guaranty Agency) and 5.04(c)(i) through 5.04(c)(v) of the
Indenture (other than Termination Payments), and (ii) an amount equal to
$__________, representing the amount on deposit in the Reserve Fund in excess of
the Specified Reserve Fund Balance and (d) the Remarketing Fee Fund for deposit
to the Collection Fund to the extent moneys are not available to make the
transfers from the Capitalized Interest Fund or the Reserve Fund, an amount
equal to $__________, representing the amount of insufficient Available Funds in
the Collection Account to make the transfers required by Sections 5.04(c)(iv)
or, on a Note Final Maturity Date, (vii).

        The Administrator hereby instructs the Trustee to direct the London
Paying Agent to distribute the Class A-6 Noteholders' Interest Distribution
Amount form amounts on deposit in the applicable Currency Account to the
Noteholders of the Class A-6 Notes in accordance with the provisions of Section
5.09 of the Indenture.

        The Administrator hereby certifies that the information herein is true
and accurate in all material respects, is in compliance with the provisions of
the Indenture and that the Trustee may conclusively rely on this Certificate
with no further duty to examine or determine the information contained herein.

        IN WITNESS WHEREOF, the Administrator has caused this Certificate to be
duly executed and delivered as of the date written below.

                                       NATIONAL EDUCATION LOAN NETWORK, INC., as
                                       Administrator



                                       By
                                          --------------------------------------
                                           Authorized Signatory
Date
     -----------------------


                                      D-4
<PAGE>


                                    EXHIBIT E

                      QUARTERLY REPORT TO REGISTERED OWNERS


--------------------------------------------------------------------------------
NELNET STUDENT LOAN FUNDING, LLC
NELNET STUDENT LOAN TRUST 200X-X
QUARTERLY SERVICING REPORT
--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                          PAGE
       I.     PRINCIPAL PARTIES TO THE TRANSACTION                          2

      II.     EXPLANATIONS, DEFINITIONS, ABBREVIATIONS                      2

     III.     DEAL PARAMETERS                                               3
                   A.  Student Loan Portfolio Characteristics
                   B.  Notes
                   C.  Reserve Fund
                   D.  Other Fund Balances

     IV.      TRANSACTIONS FOR THE TIME PERIOD                              4

      V.      CASH RECEIPTS FOR THE TIME PERIOD                             5

     VI.      PAYMENT HISTORY AND CPRS                                      5

    VII.      CASH PAYMENT DETAIL AND AVAILABLE FUNDS
              FOR THE TIME PERIOD                                           6

   VIII.      WATERFALL FOR DISTRIBUTION                                    7

     IX.      CURRENCY EXCHANGE SWAPS                                       8

      X.      DISTRIBUTIONS                                                 9
                     A.   Distribution Amounts
                     B.   Principal Distribution Amount Reconciliation
                     C.   Additional Principal Paid
                     D.   Reserve Fund Reconciliation
                     E.   Note Balances

     XI.      PORTFOLIO CHARACTERISTICS                                     10

    XII.      PORTFOLIO CHARACTERISTICS BY SCHOOL AND PROGRAM               10

   XIII.      SERVICER TOTALS 10

    XIV.      COLLATERAL TABLES                                             11
              Distribution of the Student Loans by Geographic Location
              Distribution of the Student Loans by Guarantee Agency
              Distribution of the Student Loans by Number of Months
                Remaining Until Scheduled Maturity
              Distribution of the Student Loans by Borrower Payment Status
              Distribution of the Student Loans by Range of Principal Balance
              Distribution of the Student Loans by Number of Days Delinquent
              Distribution of the Student Loans by Interest Rate
              Distribution of the Student Loans by SAP Interest Rate Index
              Distribution of the Student Loans by Date of Disbursement

     XV.      TRIGGER INFORMATION                                           13

    XVI.      INTEREST RATES FOR NEXT DISTRIBUTION DATE                     13

   XVII.      ITEMS TO NOTE                                                 13


<PAGE>

I.  PRINCIPAL PARTIES TO THE TRANSACTION
-------------------------------------------------------------------------------

                 ISSUING ENTITY

                 SPONSOR

                 DEPOSITOR

                 MASTER SERVICER

                 SUBSERVICER

                 ADMINISTRATOR

                 ELIGIBLE LENDER TRUSTEE

                 INDENTURE TRUSTEE

                 DELAWARE TRUSTEE

                 REMARKETING AGENTS

                 CURRENCY SWAP COUNTERPARTY

                 LONDON PAYING AGENT


II.  EXPLANATIONS / DEFINITIONS / ABBREVIATIONS
--------------------------------------------------------------------------------

CASH FLOWS

RECORD DATE

CLAIM WRITE-OFFS

CPR

PRINCIPAL SHORTFALL

PARITY RATIO

TOTAL NOTE FACTOR/NOTE
POOL FACTOR
                                      E-2
<PAGE>
<TABLE>
<CAPTION>

III.  DEAL PARAMETERS
------------------------------------------------------------------------------------------------------------------

A.  STUDENT LOAN PORTFOLIO CHARACTERISTICS                               XX/XX/XXXX     ACTIVITY     XX/XX/XXXX
-----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>       <C>         <C>
i.      Portfolio Principal Balance
ii.     Interest to be Capitalized
iii.    Moneys on deposit in the Prefunding Acount of the
        Acquisition Fund
                                                                       ---------------              -------------
iv.     POOL BALANCE
                                                                       ===============              =============
v.      ADJUSTED POOL BALANCE
                                                                       ===============              =============
vi.     Other Accrued Interest
vii.    Weighted Average Coupon
viii.   Weighted Average Remaining Months to Maturity
ix.     Number of Loans
x.      Number of Borrowers
xi.     Average Borrower Indebtedness
xii.    Portfolio Yield ((Trust Income - Trust Expenses) / (Student Loans + Cash))

-----------------------------------------------------------------------------------------------------------------


B.  NOTES            CUSIP        SPREAD     COUPON RATE   XX/XX/XXXX        %        INTEREST DUE   XX/XX/XXXX        %
-----------------------------------------------------------------------------------------------------------------------------
i.      Class A-1 Notes
ii.     Class A-2 Notes
iii.    Class A-3 Notes
iv.     Class A-4 Notes
v.      Class A-5 Notes
vi.     Class A-6 Notes
vii.    Class A-7 Notes
viii.   Class B Notes
-----------------------------------------------------------------------------------------------------------------------------
TOTAL NOTES                                               $        -     0.00%        $        -   $       -       0.00%
                                                          ===================================================================

LIBOR RATE FOR ACCRUAL PERIOD:                     COLLECTION PERIOD:                        RECORD DATE
EURIBOR RATE FOR ACCRUAL PERIOD:                   FIRST DATE IN COLLECTION PERIOD           DISTRIBUTION DATE
FIRST DATE IN ACCRUAL PERIOD                       FIRST DATE FUNDS ARE ACTIVE
LAST DATE IN ACCRUAL PERIOD                        LAST DATE IN COLLECTION PERIOD
DAYS IN ACCRUAL PERIOD
-----------------------------------------------------------------------------------------------------------------


C.  RESERVE FUND                                                         XX/XX/XXXX                  XX/XX/XXXX
-----------------------------------------------------------------------------------------------------------------
i.      Required Reserve Fund Balance
ii.     Specified Reserve Fund Balance
iii.    Reserve Fund Floor Balance
iv.     Reserve Fund Balance after Distribution Date

-----------------------------------------------------------------------------------------------------------------


D.  OTHER FUND BALANCES                                                  XX/XX/XXXX                  XX/XX/XXXX
-----------------------------------------------------------------------------------------------------------------
i.      Collection Fund*
ii.     Acquisition Fund
iii.    Capitalized Interest Fund
iv.     Remarketing Fee Fund
v.      Supplemental Interest Fund
vi.     Accumulation Fund
(* FOR FURTHER INFORMATION REGARDING FUND DETAIL, SEE SECTION VII - P,
"COLLECTION FUND RECONCILIATION".)
-----------------------------------------------------------------------------------------------------------------

TOTAL FUND BALANCES                                                      $       -                   $          -
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      E-3

<PAGE>
<TABLE>
<CAPTION>

IV  TRANSACTIONS FOR THE TIME PERIOD    XX/XX/XXXX - XX/XX/XXXX
-----------------------------------------------------------------------------------------------------------------

  A.            STUDENT LOAN PRINCIPAL COLLECTION ACTIVITY
 <S>                                                                                           <C>
                i.      Regular Principal Collections
                ii.     Principal Collections from Guarantor
                iii.    Principal Repurchases/Reimbursements by Servicer
                iv.     Principal Repurchases/Reimbursements by Seller
                v.      Paydown due to Loan Consolidation
                vi.     Principal Write-Offs Reimbursed to the Trust
                vii.    Other System Adjustments

                VIII.   TOTAL PRINCIPAL COLLECTIONS                                          $            -
                                                                                             --------------

  B.            STUDENT LOAN NON-CASH PRINCIPAL ACTIVITY
                i.      Principal Losses - Claim Write-Offs
                ii.     Principal Losses - Other
                iii.    Other Adjustments
                iv.     Capitalized Interest

                v.      TOTAL NON-CASH PRINCIPAL ACTIVITY                                    $            -
                                                                                             --------------
  C.            STUDENT LOAN PRINCIPAL ADDITIONS
                i.      New Loan Additions
                ii.     Add-On Consolidation Loan Additions

                iii.    TOTAL PRINCIPAL ADDITIONS                                            $            -
                                                                                             --------------
                -------------------------------------------------------------------------------------------
   D.            TOTAL STUDENT LOAN PRINCIPAL ACTIVITY  (AVIII + BV + CIII)                  $            -
                -------------------------------------------------------------------------------------------

  E.            STUDENT LOAN INTEREST ACTIVITY
                i.      Regular Interest Collections
                ii.     Interest Collections from Guarantor
                iii.    Late Fees
                iv.     Interest Repurchases/Reimbursements by Servicer
                v.      Interest Repurchases/Reimbursements by Seller
                vi.     Interest due to Loan Consolidation
                vii.    Interest Write-Offs Reimbursed to the Trust
                viii.   Other System Adjustments
                ix.     Special Allowance Payments
                x.      Interest Benefit Payments

                XI.     TOTAL INTEREST COLLECTIONS                                           $            -
                                                                                             --------------
  F.            STUDENT LOAN NON-CASH INTEREST ACTIVITY
                i.      Interest Losses - Claim Write-offs
                ii.     Interest Losses - Other
                iii.    Other Adjustments
                iv.     Capitalized Interest

                v.      TOTAL NON-CASH INTEREST ADJUSTMENTS                                  $            -
                                                                                             --------------
  G.            STUDENT LOAN INTEREST ADDITIONS
                i.      New Loan Additions
                ii.     Add-On Consolidation Loan Additions

                iii.    TOTAL INTEREST ADDITIONS                                             $            -
                                                                                             --------------
                --------------------------------------------------------------------------------------------
  H.            TOTAL STUDENT LOAN INTEREST ACTIVITY (EXI + FV + GIII)                       $            -
                --------------------------------------------------------------------------------------------

  I.            DEFAULTS PAID THIS QUARTER  (AII + EII)                                      $            -
  J.            CUMULATIVE DEFAULTS PAID TO DATE                                             $            -

  K.            Interest Capitalized into Principal During Collection Period (Biv)           $            -
  L.            Collection Period Accrual - Interest to be Capitalized (XX/XX/XXXX                        -
                                                                        XX/XX/XXXX                        -
                                                                                             --------------
                 Increase/Decrease between interest to be capitalized
                 as of XX/XX/XXXX and XX/XX/XXXX                                             $            -

                                      E-4
<PAGE>

V.  CASH RECEIPTS FOR THE TIME XX/XX/XXXX - XX/XX/XXXX
------------------------------------------------------------------------------------------------------------

   A.            PRINCIPAL COLLECTIONS
                 i.      Principal Payments Received - Cash
                 ii.     Principal Received from Loans Consolidated
                 iii.    Principal Payments Received - Servicer Repurchases/Reimbursements
                 iv.     Principal Payments Received - Seller Repurchases/Reimbursements

                 v.      TOTAL PRINCIPAL COLLECTIONS                                         $           -
                                                                                             --------------
   B.            INTEREST COLLECTIONS
                 i.      Interest Payments Received - Cash
                 ii.     Interest Received from Loans Consolidated
                 iii.    Interest Payments Received - Special Allowance and
                         Interest Benefit Payments
                 iv.     Interest Payments Received - Servicer Repurchases/Reimbursements
                 v.      Interest Payments Received - Seller Repurchases/Reimbursements
                 vi.     Late Fee Activity

                 vii.    TOTAL INTEREST COLLECTIONS                                          $           -
                                                                                             --------------
   C.            OTHER REIMBURSEMENTS

   D.            INVESTMENT EARNINGS
                 i.      Collection Fund Investment Income
                 ii.     Reserve Fund Investment Income
                 iii.    Acquisition Fund Investment Income
                 iv.     Capitalized Interest Fund Investment Income
                 v.      Remarketing Fund Investment Income
                 vi.     Supplemental Interest Fund Investment Income
                 vii.    Accumulation Fund Investment Income

                 viii.    TOTAL INVESTMENT INCOME                                            $           -
                                                                                             --------------
   --------------------------------------------------------------------------------------------------------
   E.            TOTAL CASH RECEIPTS DURING COLLECTION PERIOD                                $           -
   --------------------------------------------------------------------------------------------------------
</TABLE>

VI.  PAYMENT HISTORY AND CPRS
--------------------------------------------------------------------------------

            DISTRIBUTION    ADJUSTED   CURRENT QUARTERCUMULATIVE    PREPAYMENT
                DATE      POOL BALANCE      CPR          CPR          VOLUME
            --------------------------------------------------------------------
             XX/XX/XXXX


                                      E-5
<PAGE>
<TABLE>
<CAPTION>

VII.  CASH PAYMENT DETAIL AND AVAILABLE FUNDXX/XX/XXXXT-MXX/XX/XXXX
--------------------------------------------------------------------------------------------------------

        ------------------------------------------------------------------------------------------------
        FUNDS PREVIOUSLY REMITTED:  COLLECTION FUND
        ------------------------------------------------------------------------------------------------

<S>                                                                                          <C>
        A.       Servicing Fees                                                              $        -

        B.       Trustee Fees                                                                $        -

        C.       Delaware Trustee Fees                                                       $        -

        D.       Remarketing Fee Fund - Quarterly Funding Amount                             $        -

        E.       Administration Fees                                                         $        -

        F.       Interest Payments on Notes                                                  $        -

        G.       Derivative Payments                                                         $        -

        H.       Unpaid Interest Accrued to Sponsor                                          $        -

        I.       Principal Payments on Notes                                                 $        -

        J.       Consolidation Loan Rebate Fees                                              $        -

        K.       Add-On Consolidation Loan Purchases   Principal       Interest
                                                       $       -      $        -             $        -


        ------------------------------------------------------------------------------------------------
        FUNDS PREVIOUSLY REMITTED:  ACQUISITION FUND
        ------------------------------------------------------------------------------------------------

        L.       New Loan Purchases                    Principal       Interest    Premium
                                                       $       -      $        -  $        - $         -
        ------------------------------------------------------------------------------------------------
        FUNDS PREVIOUSLY REMITTED:  ACQUISTION FUND - PREFUNDING ACCOUNT
        ------------------------------------------------------------------------------------------------

        M.       New Loan Purchases                    Principal       Interest    Premium
                                                       $       -      $        -  $        - $         -

        N.       Add-On Consolidation Loan Purchases   Principal     Interest
                                                       $       -      $        -  $        - $         -

        ------------------------------------------------------------------------------------------------
        FUNDS PREVIOUSLY REMITTED:  ACQUISTION FUND - COST OF ISSUNACE ACCOUNT
        ------------------------------------------------------------------------------------------------

        O.       Cost of Issuance Disbursements                                              $         -

        -------------------------------------------------------------------------------------
        P.            COLLECTION FUND RECONCILIATION
        -------------------------------------------------------------------------------------
                      i.     Beginning BalanXX/XX/XXXX                            $        -
                      ii.    Principal Paid During Collection Period  (I)                  -
                      iii.   Interest Paid During Collection Period  (F)                   -
                      iv.    Deposits During Collection Period  (V - A-v + B-vii +C)       -
                      v.     Payments out During Collection Period
                             (A+ B+ C+ D +E +-G+ H + J +K)                                 -
                      vi.    Total Investment Income Received for Quarter (V - D-vii)      -
                      vii.   Funds transferred from the Prefunding Account                 -
                      viii.  Funds transferred from the Remarketing Fee Fund
                      ix.    Payments received under the Derivative Products
                             from the Counterparties                                       -
                      x.     Consolidation Rebate Fees Due for the Month                   -
                      XI.    FUNDS AVAILABLE FOR DISTRIBUTION                     $        -

                                      E-6
<PAGE>

VIII.  WATERFALL FOR DISTRIBUTION
----------------------------------------------------------------------------------------------------------------
                                                                                       Remaining
                                                                                      Funds Balance
                                                                                     ---------------
A.                                                                  $          -        $       -

B.


                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -




C.                                                                  $          -        $       -

D.                                                                  $          -        $       -
                                                                    $          -        $       -

E.



                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                   --------------
                                                                    $         -




                                                                    $          -        $       -

F.
                                                                    $          -        $       -

G.
                                                                    $          -        $       -

H.
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                    $          -        $       -
                                                                   --------------
                                                                    $          -

I.
                                                                    $          -        $       -

J.
                                                                    $          -        $       -

K.
                                                                    $          -        $       -

L.                                                                  $          -        $       -

M.
                                                                    $          -        $       -

N.
                                                                    $          -        $       -
                                       E-7
<PAGE>

VIII.  WATERFALL FOR DISTRIBUTION (CONTINUED)
-------------------------------------------------------------------------------------------------


O.

                                                                    $          -       $        -
                                                                    $          -       $        -
                                                                    $          -       $        -
                                                                    $          -       $        -
                                                                    $          -       $        -
                                                                    $          -       $        -
                                                                    $          -       $        -

P.                                                                  $          -       $        -

</TABLE>

IX.  CURRENCY EXCHANGE SWAPS
--------------------------------------------------------------------------------

                                              ----------------------------
                                                 A-6 SWAP CALCULATION
                                              ----------------------------
A.   NELNET STUDENT LOAN TRUST PAYS:





                                              -------------
                                              $           -
                                              -------------

B.   DEUTSCHE BANK AG, NY PAYS:






                                               -------------
                                               (euro)     -
                                               -------------

                                      E-8
<PAGE>
<TABLE>
<CAPTION>

X.  DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------

          --------------------------------------------------------------------------------------------------------------------------
A.        DISTRIBUTION AMOUNTS              COMBINED   CLASS A-1   CLASS A-2   CLASS A-3   CLASS A-4  CLASS A-5 CLASS A-6   CLASS B
          --------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>          <C>         <C>          <C>        <C>        <C>         <C>
          i.       Quarterly Interest Due $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -
          ii.      Quarterly Interest Paid       -             -          -            -           -         -           -         -
                                          ----------------------------------------------------------------------------------------
          iii.     INTEREST SHORTFALL     $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -

          iv.      Interest Carryover Due $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -
          v.       Interest Carryover Paid       -             -          -            -           -         -           -         -
                                          ----------------------------------------------------------------------------------------
          vi.      INTEREST CARRYOVER     $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -

          vii.     Quarterly Principal
                      Paid                $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -

          viii.    TOTAL DISTRIBUTION
                        AMOUNT            $      -   $         -  $       -   $        -   $       -  $      -   $       -   $     -


B.        PRINCIPAL DISTRIBUTION AMOUNT RECONCILIATION
          -----------------------------------------------------------------------------------

          i.   Aggregate Outstanding Amountof Notes as of XX/XX/XXXX
         ii.   Adjusted Pool Balance as of                XX/XX/XXXX
                                                                               --------------
          iii. Excess                                                                     -
          iv.  Principal Shortfall for preceding Distribution Date                        -
          v.   Amount Due on a Note Final Maturity Date                                   -
                                                                               --------------
          vi.  Total Principal Distribution Amount as defined by Indenture                -
          vii. Actual Principal Distribution Amount based on funds held
               in Collection Fund                                                         -
                                                                               --------------
          viii. Principal Distribution Amount Shortfall -
          ix.   SENIOR NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT               $         -

          PRINCIPAL DISTRIBUTION FROM RESERVE FUND EXCESS (D-V)                           -
                                                                               --------------

          TOTAL PRINCIPAL DISTRIBUTION AMOUNT PAID                              $         -
                                                                               ==============

C.        ADDITIONAL PRINCIPAL PAID
          -----------------------------------------------------------------------------------
          i.     Notes Outstanding Principal Balance                            $         -
          ii.    Less:  Principal Distribution Amount                                     -
                                                                               --------------
          iii.   Basis for Parity Calculation              XX/XX/XXXX                     -
          iv.    Adjusted Pool Balance
                 Student Loan Principal Balance
                   Interest Expected to be Capitalized
                   Moneys on deposit in the Prefunding Acount of the Acquisition Fund
                   Reserve Fund Balance
                   Capitalized Interest Fund Balance
          v.     Other Accrued Interest
                                                                               --------------
          vi.    Total Assets for Parity Ratio        XX/XX/XXXX                $         -
          vii.   Parity %
          APPLY EXCESS RESERVE TO UNPAID PRINCIPAL OF NOTES


D.        RESERVE FUND RECONCILIATION
          -----------------------------------------------------------------------------------
          i.     Beginning of Period Balance          XX/XX/XXXX                $         -
         ii.     Deposits from Excess Funds
                 Remaining after Distribution Waterfall                                   -
                                                                               --------------
          iii.   Total Reserve Fund Balance Available                                     -
          iv.    Required Reserve Fund Balance                                            -
                                                                               --------------
          v.     Excess Reserve - Apply to Unpaid Principal                               -
          vi.    Ending Reserve Fund Balance          XX/XX/XXXX                $         -

E.        NOTE BALANCES                             XX/XX/XXXX   PAYDOWN FACTORS  XX/XX/XXXX
          -----------------------------------------------------------------------------------
          i.     Total Note Factor          0.0000000000  0.0000000000   0.0000000000

          ii.    A-1 Note Balance          $           -                $           -
                 A-1 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          iii.   A-2 Note Balance          $           -                $           -
                 A-2 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          iv.    A-3 Note Balance          $           -                $           -
                 A-3 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          v.     A-4 Note Balance          $           -                $           -
                 A-4 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          vi.    A-5 Note Balance          $           -                $           -
                 A-5 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          vii.   A-6 Note Balance          $           -                $           -
                 A-6 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          viii.  A-7 Note Balance          $           -                $           -
                 A-7 Note Pool Factor       0.0000000000  0.0000000000   0.0000000000

          ix.    B Note Balance            $           -                $           -
                 B Note Pool Factor         0.0000000000  0.0000000000   0.0000000000
</TABLE>
                                      E-9
<PAGE>
<TABLE>
<CAPTION>

XI.    PORTFOLIO CHARACTERISTICS
-----------------------------------------------------------------------------------------------------------------------------------
            Weighted Average Coupon   Number of Loans  Weighted Average Remaining Months  Principal  Amount           %
-----------------------------------------------------------------------------------------------------------------------------------
STATUS      XX/XX/XXXX  XX/XX/XXXX  XX/XX/XXXX XX/XX/XXXX    XX/XX/XXXX   XX/XX/XXXX   XX/XX/XXXX XX/XX/XXXX  XX/XX/XXXX XX/XX/XXXX
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>          <C>         <C>         <C>          <C>          <C>          <C>      <C>          <C>
INTERIM:
  IN SCHOOL
    Subsidized Loans
    Unsubsidized Loans
  GRACE
    Subsidized Loans
    Unsubsidized Loans
------------------------------------------------------------------------------------------------------------------------------------
TOTAL INTERIM
------------------------------------------------------------------------------------------------------------------------------------
Repayment
  ACTIVE
      0-30 Days Delinquent
    31-60 Days Delinquent
    61-90 Days Delinquent
    91-120 Days Delinquent
  121-150 Days Delinquent
  151-180 Days Delinquent
  181-210 Days Delinquent
  211-240 Days Delinquent
  241-270 Days Delinquent
  271-300 Days Delinquent
  >300 Days Delinquent

DEFERMENT
    Subsidized Loans
   Unsubsidized Loans

FORBEARANCE
  Subsidized Loans
   Unsubsidized Loans

------------------------------------------------------------------------------------------------------------------------------------
TOTAL REPAYMENT
------------------------------------------------------------------------------------------------------------------------------------
  Claims In Process
  Aged Claims Rejected
------------------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL
------------------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------
XII. PORTFOLIO CHARACTERISTICS BY SCHOOL XX/XX/XXXXM AS OF
--------------------------------------------------------------------------------------

LOAN TYPE             WAC          WARM     Number of Loans  Principal Amount   %
--------------------------------------------------------------------------------------
  Stafford - Subsidized
  Stafford - Unsubsidized
  PLUS Loans
  SLS Loans                                                                                        XIII. Servicer Totals XX/XX/XXXX
  Consolidation Loans
--------------------------------------------------------------------------------------                             $0.00
                                                                                                       ---------------------------
SCHOOL TYPE
  Consolidation Uncoded*
  Four Year Institution
  Community/2-Year
  Vocational/Trade
  Unknown
--------------------------------------------------------------------------------------
  Total

*REFERS TO CONSOLIDATION LOANS FOR WHICH THE SCHOOL TYPE APPLICABLE TO THE LOANS
THE BORROWER CONSOLIDATED IS UNAVAILABLE.
------------------------------------------------------------------------------------------------------------------------------
                                      E-10
<PAGE>

XIV. COLLATERAL TXX/XX/XXXXF
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------  ----------------------------------------------------------------
DISTRIBUTION OF THE STUDENT LOANS BY GEOGRAPHIC LOCATION*   DISTRIBUTION OF THE STUDENT LOANS BY GUARANTEE AGENCY
----------------------------------------------------------  ----------------------------------------------------------------
                           Principal     Percent                                                 Principal        Percent
Location  Number of Loans   Balance    by Principal         Guarantee Agency Number of Loans      Balance      by Principal
--------  ---------------  ---------  --------------------  ---------------- ---------------  --------------- --------------


                                                                     -------------------------------------------------------
                                                            Total                      -          $0.00            0.00%
                                                            ----------------------------------------------------------------

                                                            DISTRIBUTION OF THE STUDENT LOANS BY# OF MONTHS REMAINING UNTIL
                                                                                   SCHEDULED MATURITY
                                                                                                  Principal        Percent
                                                             Number of Months Number of Loans      Balance      by Principal
                                                             ---------------- ---------------  --------------- --------------









                                                                              -----------------------------------------------
                                                             Total                      -        $0.00               0.00%
                                                             ----------------------------------------------------------------


                                                             ----------------------------------------------------------------
                                                             DISTRIBUTION OF THE STUDENT LOANS BY BORROWER PAYMENT STATUS
                                                             ----------------------------------------------------------------
                                                                                                                  Percent by
                                                             Payment Status  Number of Loans  Principal Balance   Principal
                                                             ---------------- --------------- ---------------   -------------




                                                                            -------------------------------------------------
                                                             Total                      -          $0.00            0.00%
                                                             ----------------------------------------------------------------
                 -----------------------------------------
Total                        -        $0.00         0.00%
*BASED ON BILLING ADDRESSES OF BORROWERS SHOWN ON SERVICER'S RECORDS

                                      E-11
<PAGE>

XIV. COLLATERAL TXX/XX/XXXXF   (CONTINUED FROM PREVIOUS PAGE)
-----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------  -----------------------------------------------------------
DISTRIBUTION OF THE STUDENT LOANS BY RANGE OF PRINCIPAL BALANCE   DISTRIBUTION OF THE STUDENT LOANS BY INTEREST RATE
----------------------------------------------------------------  -----------------------------------------------------------
                                                    Percent by                                                     Percent by
Principal balance Number of Loan Principal Balance  Principal     Interest Rate  Number of Loans Principal Balance  Principal
----------------- -------------- ----------------- -------------  -------------  --------------- ----------------- ----------











                                                                   Total                      -        $0.00         0.00%
                                                                   -----------------------------------------------------------------


                                                                   -----------------------------------------------------------------
                                                                   DISTRIBUTION OF THE STUDENT LOANS BY SAP INTEREST RATE INDEX
                                                                   -----------------------------------------------------------------
                                                                    SAP Interest                                         Percent by
                                                                         Rate     Number of Loans    Principal Balance    Principal
                                                                    ------------ ----------------   ------------------  ------------






                                                                                  --------------------------------------------------
                                                                   Total                      -        $0.00         0.00%
                                                                   -----------------------------------------------------------------


                                                                   -----------------------------------------------------------------
                                                                   DISTRIBUTION OF THE STUDENT LOANS BY DATE OF DISBURSEMENT
                                                                   -----------------------------------------------------------------
                                                                   Disbursement DaNumber of LoanPrincipal BalancPercent by Principal

                 -----------------------------------------
Total                        -        $0.00         0.00%
----------------------------------------------------------         -----------------------------------------------------------------
                                                                   Total                      -        $0.00         0.00%
                                                                   -----------------------------------------------------------------

----------------------------------------------------------------
DISTRIBUTION OF THE STUDENT LOANS BY NUMBER OF DAYS DELINQUENT
----------------------------------------------------------------
                                                     Percent by
Days Delinquent  Number of Loans Principal Balance   Principal
---------------  --------------- -----------------  ------------




                 -----------------------------------------
Total                        -        $0.00         0.00%
----------------------------------------------------------
</TABLE>

                                      E-12
<PAGE>

XV.  TRIGGER INFORMATION
------------------------------------------------------------












XVI. INTEREST RATES FOR NEXT DISTRIBUTION DATE
----------------------------------------------------------

 CLASS OF NOTES      CUSIP        SPREAD     COUPON RATE
----------------------------------------------------------
i.      Class A-1 Notes           0.00%
ii.     Class A-2 Notes           0.00%
iii.    Class A-3 Notes           0.00%
iv.    Class A-4 Notes            0.00%
v.     Class A-5 Notes            0.00%
vi.    Class A-6 Notes            0.00%
vii.   Class A-7 Notes            0.00%
viii.  Class B Notes              0.00%
----------------------------------------------------------

LIBOR RATE FOR ACCRUAL PERIOD
EURIBOR RATE FOR ACCRUAL PERIOD
FIRST DATE IN ACCRUAL PERIOD
LAST DATE IN ACCRUAL PERIOD
DAYS IN ACCRUAL PERIOD

----------------------------------------------------------



XVII.  ITEMS TO NOTE
----------------------------------------------------------




                                      E-13