EXHIBIT 4.2



                        NELNET STUDENT LOAN TRUST 2005-3



                                 TRUST AGREEMENT



                                 BY AND BETWEEN



                        NELNET STUDENT LOAN FUNDING, LLC,
                    AS INITIAL CERTIFICATEHOLDER AND SPONSOR,



                                       AND



                       WELLS FARGO DELAWARE TRUST COMPANY
                               AS DELAWARE TRUSTEE








                            DATED AS OF JULY 1, 2005




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                                TABLE OF CONTENTS


                                                                            Page
                                    ARTICLE I
                                   DEFINITIONS

Section 1.01.     Definitions..................................................1
Section 1.02.     Other References.............................................4


                                   ARTICLE II
               ORGANIZATION OF THE TRUST; AUTHORITY TO EXECUTE AND
                     PERFORM VARIOUS DOCUMENTS; DECLARATION
                          OF TRUST BY DELAWARE TRUSTEE

Section 2.01.     Establishment of the Trust...................................5
Section 2.02.     Name.........................................................5
Section 2.03.     Office and Situs of Trust....................................5
Section 2.04.     Authority....................................................6
Section 2.05.     Powers and Authority.........................................6
Section 2.06.     Declaration of Trust by Delaware Trustee.....................8
Section 2.07.     The Indenture................................................8
Section 2.08.     Title to Trust Estate........................................8
Section 2.09.     Covenants Regarding Operations...............................8
Section 2.10.     Appointment of Delaware Trustee.............................13
Section 2.11.     Federal Income Tax Allocations..............................13
Section 2.12.     Administration..............................................13
Section 2.13.     Additional Contributions....................................13
Section 2.14.     Principal Place of Business.................................13
Section 2.15.     Liability of the Certificateholders and the
                    Delaware Trustee..........................................13


                                   ARTICLE III
                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.     Initial Beneficial Ownership................................13
Section 3.02.     The Certificates............................................14
Section 3.03.     Authentication of Certificates..............................14
Section 3.04.     Registration of Transfer and Exchange of Certificates.......14
Section 3.05.     Mutilated, Destroyed, Lost or Stolen Certificates...........17
Section 3.06.     Persons Deemed Owners.......................................17
Section 3.07.     Access to List of Certificateholders' Names and Addresses...17
Section 3.08.     Maintenance of Office or Agency.............................17
Section 3.09.     Terms of Certificates Binding...............................17


                                   ARTICLE IV
                           DISTRIBUTIONS AND PAYMENTS

Section 4.01.     Distribution of Payments....................................18
Section 4.02.     Payments From Trust Estate Only.............................19
Section 4.03.     Method of Payment...........................................19
Section 4.04.     Trust Payment Date Statement................................19


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                                    ARTICLE V
                           DUTIES OF DELAWARE TRUSTEE

Section 5.01.     Notice of Default...........................................20
Section 5.02.     Action Upon Instruction.....................................20
Section 5.03.     Indemnification.............................................22
Section 5.04.     No Duties Except as Specified in Transaction Documents......22
Section 5.05.     No Action Except Under Specified Documents or Instructions..22
Section 5.06.     Action by Certificateholders with Respect to Bankruptcy.....22
Section 5.07.     Discharge of Liens..........................................23


                                   ARTICLE VI
                                DELAWARE TRUSTEE

Section 6.01.     Acceptance of Trusts and Duties.............................23
Section 6.02.     Furnishing of Documents.....................................25
Section 6.03.     No Representations or Warranties as to Trust Estate.........25
Section 6.04.     No Segregation of Moneys; No Interest.......................26
Section 6.05.     Reliance; Advice of Counsel.................................26
Section 6.06.     Not Acting in Individual Capacity...........................26
Section 6.07.     Books and Records...........................................26
Section 6.08.     Tax Returns.................................................27


                                   ARTICLE VII
            ASSUMPTION OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE

Section 7.01.     Compensation and Expenses...................................27
Section 7.02.     Indemnification by Trust....................................28
Section 7.03.     Certificateholders To Assume Liability......................28


                                  ARTICLE VIII
                            TERMINATION OF INDENTURE

Section 8.01.     Termination in General......................................29
Section 8.02.     Termination at Option of Certificateholders.................29
Section 8.03.     Termination.................................................29


                                   ARTICLE IX
              SUCCESSOR DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES AND
                           SEPARATE DELAWARE TRUSTEES

Section 9.01.     Resignation and Successors..................................29
Section 9.02.     Co-Delaware Trustees and Separate Delaware Trustees.........30
Section 9.03.     Changes in Identity of a Delaware Trustee...................31


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                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.01.    Amendment...................................................31
Section 10.02.    No Interest in Trust Estate.................................33
Section 10.03.    Sale of the Trust Estate by Delaware Trustee is Binding.....33
Section 10.04.    Limitations on Rights of Others.............................33
Section 10.05.    Notices, Etc................................................33
Section 10.06.    Severability................................................34
Section 10.07.    Separate Counterparts.......................................34
Section 10.08.    Entire Agreement............................................34
Section 10.09.    Successors and Assigns......................................34
Section 10.10.    Governing Law...............................................34
Section 10.11.    No Liability of Certificateholders..........................34
Section 10.12.    Actions by the Certificateholders...........................34

EXHIBIT A CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS............................1
EXHIBIT B FORM OF TRUST PAYMENT DATE STATEMENT.................................1
EXHIBIT C FORM OF CERTIFICATE..................................................1
EXHIBIT D FORM OF TRANSFEROR LETTER............................................1
EXHIBIT E FORM OF INVESTMENT LETTER............................................1
EXHIBIT F FORM OF RULE 144A LETTER.............................................1

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                                 TRUST AGREEMENT


        THIS TRUST AGREEMENT, dated as of July 1, 2005 (as may be amended from
time to time), by and among NELNET STUDENT LOAN FUNDING, LLC, a Delaware limited
liability company, as the Initial Certificateholder and Sponsor, and WELLS FARGO
DELAWARE TRUST COMPANY (when referred to herein in its individual capacity, the
"Trust Company," and when referred to herein solely in its capacity as trustee
hereunder, the "Delaware Trustee"), is being entered into in order to establish
a Delaware statutory trust to be known as "Nelnet Student Loan Trust 2005-3"
(the "Trust").

                              W I T N E S S E T H :

        WHEREAS, the Sponsor and the Trust Company have mutually agreed as set
forth herein to create the Trust.

        In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION 1.01. DEFINITIONS. All capitalized terms used in this Trust
Agreement shall have the meanings set forth below and, if not defined herein,
shall have the respective meanings assigned to them in the Indenture:

        "ADMINISTRATION AGREEMENT" means that certain Administration Agreement,
dated as of July 1, 2005, among the Trust, the Administrator, the Delaware
Trustee and the Indenture Trustee.

        "ADMINISTRATION FEE" means the fee, if any, from time to time payable to
the Administrator pursuant to the Administration Agreement.

        "ADMINISTRATOR" means National Education Loan Network, Inc., a Nevada
Corporation, and its successors and assigns.

        "AUTHORIZED OFFICER" means, with respect to an entity, the Chairman of
the Board, the President, Chief Operating Officer, any Senior Vice President,
Secretary, Treasurer, any Vice President, any Assistant Vice President or any
Financial Services Officer thereof.

        "BANKRUPTCY ACTION" means (i) commencing any case, proceeding or other
action or filing a petition under any existing or future bankruptcy, insolvency
or similar law seeking (A) to adjudicate the Trust a bankrupt or insolvent, (B)
to have an order for relief entered with respect to the Trust, or (C)
reorganization, arrangement, adjustment, wind-up, liquidation, dissolution,
composition or other relief with respect to the Trust or its debts, (ii)
consenting to the institution of bankruptcy or insolvency proceedings against
the Trust, (iii) seeking or consenting to the appointment of a receiver,

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custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or a substantial part of its property, (iv) except as
required by law, admitting its inability to pay its debts generally as they
become due, (v) making a general assignment by the Trust for the benefit of
creditors, (vi) filing an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Trust in a
proceeding of the type described in the preceding subclauses (i) through (v),
(vii) failing generally to pay the debts of the Trust as such debts become due
within the meaning of United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et
seq., as amended or (viii) authorizing, taking any action in furtherance of,
consenting to or acquiescing in any of the foregoing or any similar action or
other proceedings under any federal or state bankruptcy or insolvency or similar
law on behalf of, or with respect to, the Trust, or in connection with any
obligations relating to the Certificates, the Notes, this Trust Agreement or any
of the other Transaction Documents.

        "BENEFICIAL OWNER" means the owners of Certificates as determined for
federal income tax purposes, taking into account the provisions of ss.
1.7704-1(h) of the Treasury Regulations.

        "CERTIFICATE" means a certificate issued by the Trust evidencing the
beneficial ownership interests in the Trust as set forth thereon.

        "CERTIFICATEHOLDER" means the Persons or Person in whose name a
Certificate is registered in the Register on the applicable date.

        "DELAWARE TRUSTEE" means Wells Fargo Delaware Trust Company, not in its
individual capacity but solely in its capacity as trustee of the Trust under
this Trust Agreement, and its successors in interest that is a Delaware trust
company not affiliated with a Certificateholder.

        "INDENTURE" means the Indenture of Trust, dated as of July 1, 2005,
between Nelnet Student Loan Trust 2005-3 and Zions First National Bank, as
indenture trustee and eligible lender trustee, as supplemented or amended from
time to time.

        "INDEPENDENT TRUSTEE" means a Person that (i) is independent and is not
a stockholder or other securityholder (whether direct, indirect or beneficial),
customer or supplier of the Trust or any of its affiliates; (ii) is not a
director, officer, employee, affiliate, member, manager or associate of the
Trust or any of its affiliates (other than in its capacity as the Delaware
Trustee for the Trust); (iii) is not related to any Person referred to in
clauses (i) or (ii) above; (iv) is not a trustee, conservator or receiver for
the Trust or any of its affiliates (other than in its capacity as a Delaware
Trustee); and (v) in the ordinary course of its business, acts as a statutory
trustee for other special purpose statutory trusts similar to the Trust and is
otherwise independent from the Trust and its affiliates (except as provided
above); provided that affiliates as used in this sentence does not include the
interests of the Delaware Trustee and its affiliates in each other.

        "INITIAL CERTIFICATE HOLDER" means Nelnet Student Loan Funding, LLC.

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

        "NOTES" shall have the meaning set forth in the Indenture.

        "NOTICES" has the meaning specified in Section 10.05 hereof.

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        "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for a Certificateholder, which opinion is reasonably acceptable to the
Delaware Trustee.

        "PAYMENTS" has the meaning specified in Section 4.01(b) hereof.

        "PERCENTAGE INTEREST" means with respect to any Certificate the
percentage interest set forth on the face of such Certificate.

        "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, statutory trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

        "REGISTER" means a register kept by the Registrar in which, subject to
such reasonable regulations as it may prescribe, the Registrar shall provide for
the registration of the Certificates and the registration of transfers of the
Certificates.

        "REGISTERED OWNER" shall have the meaning set forth in the Indenture.

        "REGISTRAR" means the Delaware Trustee, or its designee, as Registrar
hereunder.

        "REQUIRED CERTIFICATEHOLDERS" means the approval of or direction by the
Certificateholders holding a majority of the Percentage Interests unless a
higher Percentage Interest is specifically required by the terms of this Trust
Agreement or applicable law in which case "Required Certificateholders" shall
mean such higher Percentage Interest.

        "RULE 144A LETTER" has the meaning set forth in Section 3.04(b) hereof.

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

        "SPONSOR" means Nelnet Student Loan Funding, LLC, a Delaware limited
liability company.

        "STANDARD & POOR'S" means Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc., and its successors and assigns.

        "TRANSACTION DOCUMENTS" has the meaning specified in Section 2.05(a)(i)
hereof.

        "TRUST" means the Nelnet Student Loan Trust 2005-3 established pursuant
to this Trust Agreement.

        "TRUST AGREEMENT" means this Trust Agreement, dated as of July 1, 2005,
between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and
Sponsor, and Wells Fargo Delaware Trust Company, as Delaware Trustee, as amended
or supplemented from time to time.

        "TRUST COMPANY" means Wells Fargo Delaware Trust Company, in its
individual capacity.

        "TRUST ESTATE" means all of the assets, property, and security interests
related thereto contributed, sold, assigned or otherwise transferred to or
acquired by the Trust together with all other assets subject hereto,
constituting the Trust created hereby and to be administered hereunder,
including without limitation, the earnings thereon and products and proceeds
thereof.

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        "TRUST PAYMENT DATE STATEMENT" has the meaning set forth in Section
4.04(a) hereof.

        "TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code ss. 3801 et seq., as the same may be amended from time to time.

        "UCC FINANCING STATEMENT" shall have the meaning set forth in Section
2.05(c) hereof.

        SECTION 1.02. OTHER REFERENCES.

                (a) As used in this Trust Agreement and in any certificate or
        other document made or delivered pursuant hereto or thereto, accounting
        terms not defined in this Trust Agreement or in any such certificate or
        other document, and accounting terms partly defined in this Trust
        Agreement or in any such certificate or other document, to the extent
        not defined, shall have the respective meanings given to them under
        generally accepted accounting principles. To the extent that the
        definitions of accounting terms in this Trust Agreement or in any such
        certificate or other document are inconsistent with the meanings of such
        terms under generally accepted accounting principles, the definitions
        contained in this Trust Agreement or in any such certificate or other
        document shall control.

                (b) The definitions contained in this Trust Agreement are
        applicable to the singular as well as the plural, the past, the present,
        the future, the active and the passive forms of such terms and to the
        masculine as well as the feminine and neuter genders of such terms.

                (c) Any agreement, instrument or statute defined or referred to
        herein or in any instrument or certificate delivered in connection
        herewith means such agreement, instrument or statute as from time to
        time amended, modified or supplemented and includes (in the case of
        agreements or instruments) references to all attachments thereto and
        instruments incorporated therein; references to a Person are also to its
        permitted successors and assigns.

                (d) The terms "hereof," "herein," "hereby," "hereof" or
        "hereunder," unless otherwise modified by more specific reference, shall
        refer to this Trust Agreement in its entirety as amended from time to
        time. Unless otherwise indicated in context, the terms "Article,"
        "Section," "Schedule," or "Exhibit" shall refer to an Article or Section
        of, or Schedule or Exhibit to, this Trust Agreement. The headings of
        sections and paragraphs and the Table of Contents contained in this
        Trust Agreement are provided for convenience only. They form no part of
        this Trust Agreement and shall not affect its construction or
        interpretation.

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                                   ARTICLE II

                           ORGANIZATION OF THE TRUST;
               AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
                    DECLARATION OF TRUST BY DELAWARE TRUSTEE

        SECTION 2.01. ESTABLISHMENT OF THE TRUST. The Sponsor and the Delaware
Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to
be known as "Nelnet Student Loan Trust 2005-3." Simultaneously with the
execution hereof, the Sponsor shall make a contribution to the Trust as the
Sponsor's initial contribution, as described more fully in Exhibit A hereto, and
thereafter may transfer and assign the property described in the granting
clauses of the Indenture to the Trust under the terms of the Student Loan
Purchase Agreements (as defined in the Indenture) and other assignment
agreements by and between the Sponsor, as seller or assignor, and the Trust, as
purchaser or assignee, and may assume certain obligations under and in
accordance with the Transaction Documents. Upon the making of such contribution,
the Delaware Trustee shall record the amount thereof on the books of the Trust
and the investment of the Sponsor therein. It is the intention of the parties
hereto that the Trust shall constitute a statutory trust under the Trust
Statute, that this Trust Agreement shall constitute the governing instrument of
such Trust and that the Certificateholders shall hold all of the beneficial
interests in the Trust. The rights of the Certificateholders shall be determined
herein and the relationship between the parties hereto created by this Trust
Agreement shall not constitute indebtedness for any purpose. Subject to Section
2.08 hereof, it is the intention of the parties hereto that, solely for purposes
of federal income taxes, state and local income and franchise taxes, and any
other taxes imposed on, measured by or based upon gross or net income, (i) if
there is only one Certificateholder, the Trust shall be treated as a disregarded
entity separate from its owner pursuant to ss. 301.7701-2(c)(2) of the Treasury
Regulations and (ii) if there is more than one Certificateholder, the Trust
shall be treated as a partnership, and that the provisions of this Trust
Agreement shall be construed in accordance with such intent. The parties hereto
agree to take no action inconsistent with such treatment, unless required
otherwise by applicable law. The Delaware Trustee is hereby authorized to file
the certificate required under Section 3810 et seq. of the Trust Statute in
connection with the formation of the Trust under the Trust Statute.

        SECTION 2.02. NAME. The name of the Trust shall be "Nelnet Student Loan
Trust 2005-3," in which name the Delaware Trustee solely in such capacity on
behalf of the Trust may, subject to the terms hereof and the other Transaction
Documents, conduct business, make and execute loans, contracts, security
instruments and other instruments, acquire, pledge, convey and transfer property
and sue or be sued.

        SECTION 2.03. OFFICE AND SITUS OF TRUST. The Trust shall be located and
administered in the State of Delaware. The Trust shall not have any employees in
any state other than the State of Delaware; provided, however, that nothing
herein shall restrict or prohibit the Trust Company (in its individual capacity
but not as Delaware Trustee) from having employees within or without the State
of Delaware. The only office of the Trust shall be the corporate trust office of
the Delaware Trustee in the State of Delaware.

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        SECTION 2.04. AUTHORITY. Effective as of the date hereof, the Delaware
Trustee shall have all of the rights, powers and duties set forth herein, and to
the extent not inconsistent herewith, in the Trust Statute with respect to
accomplishing the purposes of the Trust.

        SECTION 2.05. POWERS AND AUTHORITY.

                (a) Subject to Section 2.09 hereof, the Trust has been created
        for the purpose of purchasing and owning student loans, issuing Notes
        from time to time, pledging its interest in student loans and other
        collateral under the terms of the Indenture to secure the Notes and
        performing activities that are necessary, suitable or convenient to
        accomplish those purposes, including without limitation, the following:

                        (i) execute and deliver the Basic Documents (as defined
                in the Indenture), one or more Student Loan Purchase Agreements,
                note purchase agreements, servicing agreements, sub-servicing
                agreements, eligible lender trust agreements, guaranty
                agreements, custodial agreements, investment agreements,
                Derivative Products (as defined in the Indenture), and such
                other documents relating to the transactions contemplated by the
                Indenture and hereby as the Required Certificateholders or the
                Administrator may from time to time direct in writing
                (collectively, the "Transaction Documents"), in each case in the
                respective forms in which the same may be delivered by or on
                behalf of the Certificateholders or the Administrator to the
                Delaware Trustee from time to time for execution and delivery,
                and accept any document that is not signed by the Delaware
                Trustee, the delivery of which is provided for under any of the
                preceding agreements;

                        (ii) execute and deliver all other documents,
                certificates, instruments and agreements that are provided to it
                and are contemplated to be executed and delivered by the
                Delaware Trustee or the Trust, as applicable, by the documents
                referred to in clause (i) above;

                        (iii) to originate and acquire Eligible Loans (as
                defined in the Indenture);

                        (iv) to deposit and apply the proceeds of the sale of
                the Notes;

                        (v) to assign, grant, transfer, pledge, mortgage and
                convey all or any portion of the Trust Estate pursuant to the
                Indenture and to hold, manage and distribute to the
                Certificateholders pursuant to the terms of this Trust Agreement
                any portion of the Trust Estate released from the lien of, and
                remitted to the Trust pursuant to, the Indenture;

                        (vi) execute and deliver assignments and assumptions
                with respect to certain rights and responsibilities under the
                Transaction Documents;

                        (vii) upon the direction of the Required
                Certificateholders or the Administrator take whatever action
                shall be required to be taken by the Delaware Trustee by the
                terms of, and to exercise its rights and perform its duties
                under, each of the documents referred to in clauses (i) through
                (vi) above as set forth therein;

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                        (viii) upon a Certificateholder making or causing to be
                made available to the Delaware Trustee the contributions
                referred to in Section 2.01 hereof, record the amount thereof on
                the books of the Trust as the investment of the
                Certificateholder therein;

                        (ix) upon a Certificateholder making available to the
                Delaware Trustee the amounts necessary to pay the expenses
                arising with respect to the Transaction Documents pursuant to
                this Trust Agreement, to pay such expenses as directed by the
                Certificateholder or the Administrator and to note such payment
                on the books of the Trust;

                        (x) pay, remit and distribute monies received by the
                Trust pursuant to Section 4.01 hereof;

                        (xi) subject to the terms of this Trust Agreement and
                the Transaction Documents, to engage in such other activities as
                may be required in connection with the conservation of the Trust
                Estate, payment of the Notes and making distributions to the
                Certificateholders;

                        (xii) issue, execute and deliver the Certificates in the
                form attached hereto;

                        (xiii) take such other actions as are specified herein
                or are incidental to the foregoing; and

                        (xiv) subject to the terms of this Trust Agreement, take
                such other action in connection with the foregoing as the
                Required Certificateholders or the Administrator may from time
                to time direct.

                (b) Notwithstanding anything herein to the contrary, the Trust
        is neither authorized nor empowered to engage in any activity other than
        exercising its rights, powers and authority and performing its
        obligations in accordance with the express provisions of subsection (a)
        of this Section. The Delaware Trustee may establish such trust accounts
        on its records (or throughI the Trust Company) in its discretion as it
        may deem desirable or appropriate for the deposit and disbursement of
        any monies delivered to it hereunder.

                (c) Notwithstanding anything in this Trust Agreement or in any
        other Transaction Document to the contrary, the Trust is hereby
        authorized to execute, deliver and perform the Indenture, each Student
        Loan Purchase Agreement, each Servicing Agreement, the Eligible Lender
        Trust Agreement (each as defined in the Indenture) and such financing
        statements (UCC-1 and UCC-3) evidencing the security interests granted
        by the Trust (the "UCC Financing Statement") pursuant to any of the
        foregoing agreements and/or the assignment of the Trust's interests in
        collateral pledged or assigned to the Trust pursuant to any of the
        foregoing documents, and the Delaware Trustee is hereby authorized to


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        execute and deliver such documents on behalf of the Trust without any
        approval, consent or other action by any party hereto, and such
        execution, delivery and performance do not and shall be deemed not to
        conflict with or violate any provision of this Trust Agreement or any
        duty or restriction hereunder of any party hereto.

        SECTION 2.06. DECLARATION OF TRUST BY DELAWARE TRUSTEE. The Delaware
Trustee hereby declares that it will hold the Trust Estate upon the trusts set
forth herein for the use and benefit of the Certificateholders and as Delaware
Trustee for the Certificateholders hereunder.

        SECTION 2.07. THE INDENTURE. The Certificateholders and the Delaware
Trustee hereby acknowledge that, when executed and delivered, the Indenture
shall create a lien on the Trust Estate, subject to the limitations set forth in
such agreements.

        SECTION 2.08. TITLE TO TRUST ESTATE. Subject to the lien of the
Indenture, title to all of the Trust Estate at all times shall be vested in the
Trust as a separate legal entity except (a) where applicable law in any
jurisdiction requires title to any part of the Trust Estate to be vested in a
trustee or trustees, in which case title to that part of the Trust Estate shall
be vested in the Delaware Trustee, a co-trustee and/or a separate trustee, as
the case may be, and (b) except that record title to Eligible Loans that are
part of the Trust Estate shall be held by an eligible lender trustee pursuant to
the terms of an eligible lender trust agreement or the Indenture and the Trust
Estate shall have a beneficial interest therein.

        SECTION 2.09. COVENANTS REGARDING OPERATIONS.

                (a) Notwithstanding any other provision to the contrary in this
        Trust Agreement or any other agreement, document or instrument executed
        by the Trust and notwithstanding any prior termination of this Trust
        Agreement and to the fullest extent permitted by law, the
        Certificateholders shall not take or authorize any Bankruptcy Action.

                (b) So long as the Indenture is in effect, and except as
        otherwise provided in the Indenture and the Transaction Documents, each
        Certificateholder and the Administrator shall cause the Trust to, and
        the Trust shall:

                        (i) do or cause to be done all things necessary to
                maintain its valid existence, rights and franchises in good
                standing as a statutory trust under the laws of the State of
                Delaware, preserve and keep in full force and effect its
                existence, rights and franchises, obtain and preserve its
                qualification to do business in each jurisdiction in which such
                qualification is or shall be necessary to protect the validity
                and enforceability of this Trust Agreement and the Transaction
                Documents, and observe all procedures and provisions required by
                this Trust Agreement and the laws of the State of Delaware;

                        (ii) not amend, alter, waive, change or repeal (A) its
                Statutory Trust Certificate, (B) the definitions in this Trust
                Agreement of the capitalized terms used in this Section or any
                of the definitions of the terms that form any part thereof or
                (C) Sections 2.05, 2.09, 5.03, 5.06, 6.08 or Article VII of this
                Trust Agreement;

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                        (iii) maintain its own bank accounts and correct and
                complete financial and other entity records, accounts and books
                of account separate and distinct from those of any other Person,
                not commingle its records, accounts, books of account and bank
                accounts with the organizational or other records, accounts,
                books of account or bank accounts of any other Person and cause
                such records, accounts, books of account and bank accounts to
                reflect the separate existence of the Trust;

                        (iv) act solely in its own name and through its
                Authorized Officers or agents in the conduct of its business,
                prepare all Trust correspondence in the Trust's name, hold
                itself out as a separate entity from any other Person, conduct
                its business so as not to mislead others as to the identity of
                the entity with which they are concerned, correct any
                misunderstanding regarding its separate identity known to the
                Trust, refrain from engaging in any activity that compromises
                the separate legal identity of the Trust, and strictly comply
                with all organizational and statutory formalities to maintain
                its separate existence;

                        (v) take such actions as may be necessary to authorize
                each of the Trust's actions as may be required by law and this
                Trust Agreement;

                        (vi) at any time that the Trust is not treated as a
                disregarded entity or part of a consolidated group filing
                consolidated returns for federal income tax purposes, file or
                cause to be filed its own tax and information returns, if any,
                as may be required of the Trust under applicable federal, state
                and local law, and pay any taxes so required to be paid under
                applicable law from its own assets;

                        (vii) except for the Delaware Trustee's standard
                practice regarding maintenance of funds and assets, not
                commingle its assets with assets of any other Person and
                segregate and separately maintain its assets as identifiable
                assets held in its name (except with respect to holding assets
                in its name, to the extent otherwise required by the terms of
                the Indenture with respect to any accounts established
                thereunder) and with its own tax identification number in such a
                manner that it is not costly or difficult to segregate,
                ascertain or identify its individual assets from those of any
                other Person, which shall at all times be held by or on behalf
                of the Trust and used only for the business of the Trust;

                        (viii) maintain annual financial statements separate
                from any other Person and pay or bear the cost of preparation of
                its own financial statements by an independent registered public
                accounting firm, if any, and disclose in the annual financial
                statements of the Trust the effects of its transactions in
                accordance with generally accepted accounting principles;

                        (ix) not permit the financial statements of the Trust,
                or any consolidated or combined financial statements which
                consolidate or combine the assets and earnings of any
                Certificateholder or any affiliate of a Certificateholder with
                those of the Trust, to state that the assets of the Trust are or
                will be available to pay creditors of any of its affiliates, any
                Certificateholder or any affiliate of a Certificateholder;

                                       9
<PAGE>

                        (x) maintain an arm's-length relationship with its
                affiliates, the Administrator and the Certificateholders and
                their respective affiliates, not enter into any contract or
                agreement with any of its affiliates, the Administrator or any
                Certificateholder or their respective affiliates unless the
                terms are commercially reasonable, and substantially similar to
                those that would be available on an arm's-length basis with
                third parties, and transact all business with its affiliates,
                the Administrator, the Certificateholders and their respective
                affiliates pursuant to enforceable agreements with material
                terms established at the inception that will not be amendable
                except with the consent of each of the parties to such
                agreement;

                        (xi) to the extent that the Trust leases premises from
                any Certificateholder or its affiliates, pay appropriate, fair
                and reasonable compensation or rental;

                        (xii) be directly responsible for the costs of its own
                outside legal, auditing and other similar services taxes,
                liabilities and operating expenses only out of its funds and not
                pay from its assets any obligations or indebtedness of any other
                Person;

                        (xiii) pay from its own funds the salaries of its own
                employees, if any, and maintain a sufficient number of employees
                in light of its contemplated business operations;

                        (xiv) compensate from its own funds independent
                contractors for performing services or incurring expenses in
                connection with such services for the Trust in an amount equal
                to the fair value of such services and expenses;

                        (xv) fairly and reasonably allocate between the Trust
                and any other Person pursuant to a written agreement all
                expenses that are shared with such Person, including any
                overhead, rent, or other compensation paid for shared or leased
                office space;

                        (xvi) not act as an agent of any Certificateholder, the
                Delaware Trustee or their respective affiliates;

                        (xvii) not permit any Certificateholder (excluding the
                Administrator acting pursuant to the Administration Agreement)
                or its respective affiliates to act as an agent for the Trust,
                except as specifically permitted by this Trust Agreement;

                        (xviii) not identify itself as a department or division
                of any other Person in order not (A) to mislead others as to the
                identity of the entity with which such other party is
                transacting business or (B) to suggest that the Trust is
                responsible for the debts of any other Person;

                                       10
<PAGE>

                        (xix) use stationery and invoices separate from any
                other Person;

                        (xx) not enter into leases for office space, except as
                necessary to maintain a principal place of business or conduct
                its operations;

                        (xxi) not be, become or hold itself out (or permit
                itself to be held out) as being liable for the debts or other
                obligations of any other Person, or hold out its credit (or
                permit its credit to be held out) as being available to satisfy
                the obligation of any other Person;

                        (xxii) not pledge any property or assets of the Trust
                (except as permitted by the Indenture), lend or advance any
                moneys (other than trade receivables in connection with the
                ordinary course of the Trust's business), guarantee (directly or
                indirectly), endorse (other than the endorsement of negotiable
                instruments for collection or deposit in the ordinary course of
                business) or otherwise become contingently liable (directly or
                indirectly) for the obligations of, or acquire or assume any
                obligation or liability of, any other Person;

                        (xxiii) except for investments expressly permitted by
                the Indenture, not make an investment in or for the benefit of,
                or own or purchase any stock, obligations or securities of or
                any other interest in, or make any capital contribution to, any
                other Person or form or acquire any subsidiary;

                        (xxiv) except for its obligations under the Indenture,
                trade payables incurred in the ordinary course of its business
                that are in amounts that are customary and reasonable under the
                circumstances, are not evidenced by a promissory note, and are
                paid when due (but in no event for more than sixty (60) days
                from the date that such indebtedness or liabilities are
                incurred, unless contested in good faith), not incur any debt,
                secured or unsecured, direct or contingent (including, without
                limitation, guaranteeing any obligation);

                        (xxv) maintain adequate capital for the normal
                obligations reasonably foreseeable in a business of the Trust's
                size and character and in light of its proposed business
                operations and liabilities (provided that this clause shall not
                be deemed a commitment by any Certificateholder to make
                contributions to the Trust);

                        (xxvi) not engage, directly or indirectly, in any
                business other than the actions required or permitted to be
                performed under Section 2.05 hereof;

                        (xxvii) not acquire or own any material assets other
                than the assets and properties to be pledged under the Indenture
                or as otherwise are necessary to comply with its obligations
                under the Transaction Documents;

                        (xxviii) properly account in the Trust's books and
                financial records for any transactions entered into between the
                Trust and any Certificateholder, the Administrator and their
                respective affiliates;

                                       11
<PAGE>

                        (xxix) not enter into any contract, except such
                contracts as necessary to enable the Trust to achieve its
                purposes as set forth in, or that are otherwise required or
                permitted by, Section 2.05 hereof;

                        (xxx) not agree to, enter into or consummate any
                transaction which would render it unable to confirm that (A) it
                is not an "employee benefit plan" as defined in Section 3(32) of
                ERISA, which is subject to Title I of ERISA, or a "governmental
                plan" within the meaning of Section 3(32) of ERISA; (B) it is
                not subject to state statutes regulating investments and
                fiduciary obligations with respect to governmental plans; and
                (C) less than 25% of each of its outstanding classes of equity
                interests are held by "benefit plan investors" within the
                meaning of 29 C.F.R. ss. 2510.3-101(f)(2);

                        (xxxi) to the fullest extent permitted by applicable law
                and except as otherwise expressly provided elsewhere in this
                Section, not take or refrain from taking any act which would
                make it impossible to carry on the activities of the Trust set
                forth in Section 2.05 hereof;

                        (xxxii) except as expressly provided in the Indenture,
                not knowingly perform any act that would subject (A) any
                Certificateholder to liabilities of the Trust in any
                jurisdiction or (B) the Trust to taxation as a corporation for
                federal income tax purposes;

                        (xxxiii) not combine, consolidate or merge into or with
                any other Person, convert into an entity that is not a Delaware
                statutory trust, reorganize or form the Trust in a jurisdiction
                other than Delaware or, to the fullest extent permitted by
                applicable law, dissolve, liquidate or transfer substantially
                all of its assets;

                        (xxxiv) not enter into the Transaction Documents or any
                other agreement with any intent to hinder, delay or defraud
                creditors of any Person;

                        (xxxv) not permit the Trust to be maintained or used to
                abuse creditors or to perpetuate a fraud, injury or injustice to
                creditors of any Person;

                        (xxxvi) subject to Section 5.06 hereof, not take any
                Bankruptcy Action; and

                        (xxxvii) cause any agents and other representative of
                the Trust to act at all times with respect to the Trust in
                furtherance of the foregoing.

                (c) None of the Trust, a Certificateholder or any Person on
        behalf of the Trust shall, and none of them shall have the authority to,
        enter into any agreements, written or otherwise (other than the
        obligations of the Certificateholder under Sections 5.03 and 6.08 and
        Article VII hereof), pursuant to which any Certificateholder or any of
        its affiliates agrees to extend credit, make loans or make payment or
        contributions (subject to Section 2.13 hereof) to or for or assume,
        guaranty or otherwise be obligated for the payment or performance of the
        Trust, hold itself out as being liable for the obligations of the Trust
        or hold out its credit as being available to satisfy the obligations of
        the Trust.

                                       12
<PAGE>

        SECTION 2.10. APPOINTMENT OF DELAWARE TRUSTEE. The Certificateholders
hereby appoint the Delaware Trustee as trustee of the Trust effective as of the
date hereof, to have all of the rights, powers, authority, authorization and
duties set forth herein and in the Trust Statute.

        SECTION 2.11. FEDERAL INCOME TAX ALLOCATIONS. Net income of the Trust
for any period, as determined for federal income tax purposes (and each item of
income, gain, loss and deduction entering into the computation thereof), shall
be allocated to the Certificateholders on a pro rata basis in accordance with
their respective Percentage Interests.

        SECTION 2.12. ADMINISTRATION. Unless and until otherwise notified in
writing by the Required Certificateholders, the Delaware Trustee is hereby
authorized and directed to take and receive instructions from the Administrator
pursuant to the Administration Agreement with respect to matters relating to the
Trust to the same extent and with the same effect and protection as if any such
instructions were received from the Required Certificateholders subject to the
provisions hereof. The Administrator shall be entitled to the Administration Fee
for services provided pursuant to the provisions hereof, which compensation is
hereby acknowledged as reasonable compensation by the Administrator and the
Certificateholders. The Administration Fee shall be payable as provided herein
and in the Indenture.

        SECTION 2.13. ADDITIONAL CONTRIBUTIONS. Any Certificateholder may make
an additional capital contribution (which capital contribution may be made with
funds advanced to the Certificateholder from the Administrator) to the Trust to
enable the Trust to carry out any instructions of such Certificateholder that
are permitted by the Transaction Documents, including an optional capital
contribution to enable the Trust to effect an optional purchase of Notes. If
such Certificateholder makes such a capital contribution, the Delaware Trustee
shall establish a separate trust account designated for the deposit of such
capital contributions. If a Certificateholder makes a capital contribution to
enable the Trust to take any action, any proceeds that result from such action
in an amount up to the amount of the capital contribution shall, if so directed
by the Certificateholder, be credited to such separate account and shall be
distributed to the Certificateholder that made such capital contribution.

        SECTION 2.14. PRINCIPAL PLACE OF BUSINESS. The Trust shall maintain its
principal place of business and chief executive office in the State of Delaware.

        SECTION 2.15. LIABILITY OF THE CERTIFICATEHOLDERS AND THE DELAWARE
TRUSTEE. To the fullest extent permitted by law, no Certificateholder shall have
any personal liability for any liability or obligation of the Trust for any
losses, claims, damages, liabilities and expenses of the Trust. The Delaware
Trustee shall not have any liability or obligation with respect to the
Certificateholders except as otherwise provided herein.

                                  ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

        SECTION 3.01. INITIAL BENEFICIAL OWNERSHIP. Upon the formation of the
Trust by the contribution by the Sponsor pursuant to Section 2.01 hereof and
until the issuance of Certificates, the Sponsor shall be the sole beneficial
owner of the Trust.

                                       13
<PAGE>

        SECTION 3.02. THE CERTIFICATES.

                (a) The Certificates are issuable in fully registered form in
        minimum Percentage Interests of 10%. Each Certificate shall be
        substantially in the form set forth in Exhibit C hereto. All
        Certificates may have set forth thereon such information, legends, and
        text as may be necessary or appropriate to conform to any applicable
        rules and regulations of any governmental authority or any usage or
        requirement of law with respect thereto. The Certificates shall be
        executed on behalf of the Trust by manual or facsimile signature of an
        Authorized Officer of the Delaware Trustee. Certificates bearing the
        manual or facsimile signatures of individuals who were, at the time when
        such signatures shall have been affixed, authorized to sign on behalf of
        the Delaware Trustee, shall be duly authorized, validly issued and
        entitled to the benefits of this Trust Agreement, notwithstanding that
        such individuals or any of them shall have ceased to be so authorized
        prior to the authentication and delivery of such Certificates or did not
        hold such offices at the date of authentication and delivery of such
        Certificates.

                (b) A transferee of a Certificate shall become a
        Certificateholder and shall be entitled to the rights and subject to the
        obligations of a Certificateholder hereunder upon such transferee's
        acceptance of a Certificate duly registered in such transferee's name
        pursuant to Section 3.04 hereof.

        SECTION 3.03. AUTHENTICATION OF CERTIFICATES. No Certificate shall
entitle its Certificateholder to any benefit under this Trust Agreement or be
valid for any purpose unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit C
hereto, executed by the Trust by manual signature of an Authorized Officer of
the Delaware Trustee; such authentication shall constitute conclusive evidence
that such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

        SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

                (a) The Delaware Trustee shall keep or cause to be kept, at the
        office or agency maintained pursuant to Section 3.08 hereof, a Register
        in which, subject to such reasonable regulations as it may prescribe,
        the Registrar shall provide for the registration of Certificates and of
        transfers and exchanges of Certificates as herein provided.

                (b) The Certificates have not been and will not be registered
        under the Securities Act and will not be listed on any exchange. No
        transfer of a Certificate shall be made unless such transfer is made
        pursuant to an effective registration statement under the Securities Act
        and any applicable state securities laws or is exempt from the
        registration requirements under the Securities Act and such state
        securities laws. In the event that a transfer is to be made in reliance
        upon an exemption from the Securities Act and state securities laws, in
        order to assure compliance with the Securities Act and such laws, the
        Certificateholder desiring to effect such transfer and such
        Certificateholder's prospective transferee shall each certify to the
        Trust, the Delaware Trustee, the Administrator and the transferring
        Certificateholder in writing the facts surrounding the transfer in
        substantially the forms set forth in Exhibit D (the "Transferor Letter")


                                       14
<PAGE>

        and Exhibit E (the "Investment Letter") or Exhibit F (the "Rule 144A
        Letter") hereto, as applicable. Except in the case of a transfer as to
        which the proposed transferee has provided a Rule 144A Letter with
        respect to a Rule 144A transaction, there shall also be delivered to the
        Trust an Opinion of Counsel to the effect that such transfer may be made
        pursuant to an exemption from the Securities Act, which Opinion of
        Counsel shall not be an expense of the Trust, the Delaware Trustee
        (unless it is the transferee from whom such opinion is to be obtained)
        or the Administrator. Each Certificateholder of a Certificate desiring
        to effect such a transfer shall, and does hereby agree to, indemnify the
        Trust, the Delaware Trustee and the Administrator against any liability
        that may result if the transfer is not so exempt or is not made in
        accordance with federal and state securities laws.

                (c) No transfer, sale, pledge or other disposition of the
        Certificate shall be made unless prior to such transfer, sale, pledge or
        other disposition, the Trust shall have received either (i) a
        representation letter from the transferee of such Certificate,
        acceptable to and in form and substance satisfactory to the Trust, to
        the effect that such a transferee is not an employee benefit plan
        subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
        Code of 1986, as amended (the "Code"), or a person acting on behalf of
        any such plan or (ii) in the case of any Certificate presented for
        registration in the name of an employee benefit plan subject to ERISA or
        Section 4975 of the Code (or comparable provisions of any subsequent
        enactments), or a trustee of any such plan or any other person acting on
        behalf of any such plan, an Opinion of Counsel satisfactory to the
        Trust, the Delaware Trustee and the Administrator to the effect that the
        purchase or holding of such Certificate will not result in the Trust or
        the Trust Estate being deemed to be "plan assets" and subject to the
        prohibited transaction provisions of ERISA and the Code and will not
        subject the Trust, the Delaware Trustee, the Administrator or the
        transferring Certificateholder to any obligation in addition to those
        undertaken in this Trust Agreement. Notwithstanding anything else to the
        contrary herein, in the event any purported transfer of any Certificate
        is made without delivery of the representation letter referred to above,
        such representation shall be deemed to have been made by the transferee
        by its acceptance of such Certificate. In addition, any purported
        transfer of a Certificate to or on behalf of an employee benefit plan
        subject to ERISA or to the Code without the delivery to the Trust, the
        Delaware Trustee, and the Administrator of an Opinion of Counsel as
        described above shall be void and of no effect. Any certificate or
        Opinion of Counsel furnished pursuant to this Section may be relied on
        conclusively by the Trust, the Delaware Trustee, the Administrator and
        the transferring Certificateholder in determining whether the provisions
        hereof have been complied with.

                (d) No transfer shall be effective if immediately after such
        transfer there would be more than one hundred Beneficial Owners of
        Certificates. Any purported transfer in violation of the provisions of
        this subsection (d) shall be VOID AB INITIO and the Delaware Trustee
        shall have no liability in connection with a transfer in violation of
        the provisions of this subsection (d).

                (e) The foregoing provisions shall not prevent the assignment by
        a Certificateholder of all or any part of its right to receive
        distributions in respect of its interest in its Certificate, but such
        assignment shall effect no change in ownership of the Trust.

                                       15
<PAGE>

                (f) The preparation and delivery of the certificate and opinions
        referred to in this Section shall not be an expense of the Trust, the
        Delaware Trustee or the Administrator.

                (g) Upon surrender for registration of transfer of any
        Certificate at the office or agency maintained pursuant to Section 3.08
        hereof, the Delaware Trustee shall execute, authenticate and deliver, in
        the name of the designated transferee or transferees, one or more new
        Certificates in authorized denominations stating the aggregate amount
        and Percentage Interest so transferred dated the date of authentication
        by the Delaware Trustee. At the option of a Certificateholder,
        Certificates may be exchanged for other Certificates of authorized
        Percentage Interests and denominations of a like aggregate amount upon
        surrender of the Certificates to be exchanged at the office or agency
        maintained pursuant to Section 3.08 hereof.

                (h) Every Certificate presented or surrendered for registration
        of transfer or exchange shall be accompanied by a written instrument of
        transfer in form satisfactory to the Trust and duly executed by the
        Certificateholder or such Certificateholder's attorney duly authorized
        in writing. Each Certificate surrendered for registration of transfer or
        exchange shall be cancelled and subsequently disposed of by the Trust in
        accordance with its customary practice.

                (i) No service charge shall be made for any registration of
        transfer or exchange of Certificates, but the Trust or the Delaware
        Trustee may require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any transfer
        or exchange of Certificates.

                (j) Notwithstanding any other provision herein or elsewhere, the
        Trust, the Delaware Trustee and the Administrator (i) shall not have any
        obligation to determine whether any transfer or exchange of a
        Certificate is permitted under or in accordance with this Trust
        Agreement; (ii) shall not have any personal liability to any person in
        connection with any transfer or exchange or proposed or purported
        transfer or exchange (and/or registration thereof) that is not permitted
        under or in accordance with this Trust Agreement; and (iii) shall be
        entitled to rely (and shall be fully justified and protected in so
        relying) on the Register as to the identity of the Certificateholders
        and as to the Certificates and the Percentage Interests and
        denominations thereof evidenced thereby.

                (k) Notwithstanding anything contained herein to the contrary,
        the Delaware Trustee shall not be responsible for ascertaining whether
        any transfer complies with the registration provisions or exemptions
        from the Securities Act of 1933, as amended, the Securities Act of 1934,
        as amended, applicable state securities law or the Investment Company
        Act; PROVIDED, HOWEVER, that if a certificate is specifically required
        to be delivered to the Delaware Trustee by a purchaser or transferee of
        a Certificate, the Delaware Trustee shall be under a duty to examine the
        same to determine whether it conforms to the requirements of this Trust
        Agreement and shall promptly notify the party delivering the same if
        such certificate does not so conform.

                                       16
<PAGE>

        SECTION 3.05. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Trust and the Registrar or the
Trust receives evidence to its satisfaction of the destruction, loss or theft of
the Certificate, and (ii) there is delivered to the Registrar, the Trust, the
Delaware Trustee and the Administrator such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Registrar or the Trust that the Certificate has been acquired by a
protected purchaser, the Delaware Trustee shall execute and the Delaware Trustee
or the Registrar shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor, amount and Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of any new Certificate under
this Section the Trust or the Delaware Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of the Certificate and any other
reasonable expenses (including the reasonable fees and expenses of the Trust,
Delaware Trustee, the Administrator and the Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

        SECTION 3.06. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Trust, the Delaware Trustee, the
Administrator and the Registrar may treat the Person in whose name any
Certificate is registered in the Register as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01(b) hereof and
for all other purposes whatsoever, and none of the Trust, Delaware Trustee, the
Administrator or the Registrar shall be bound by any notice to the contrary.

        SECTION 3.07. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
The Trust shall furnish or cause to be furnished to the Administrator or a
Certificateholder, within 15 days after receipt by the Delaware Trustee of a
written request therefor from the Administrator or the Certificateholder, a
list, in such form as the Administrator or the Certificateholder may reasonably
require, of the names and addresses of the Certificateholders then registered in
the Register as the owner of Certificates. Each Certificateholder, by receiving
and holding a Certificate, shall be deemed to have agreed not to hold any of the
other Certificateholders, the Trust, the Delaware Trustee, the Administrator, or
the Registrar accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

        SECTION 3.08. MAINTENANCE OF OFFICE OR AGENCY. The Trust will maintain
an office or agency in Wilmington, Delaware where Certificates may be
surrendered for registration of transfer or exchange. The Trust will maintain an
office at the address stated in Section 10.05 hereof where notices and demands
to or upon the Trust, the Delaware Trustee, the Administrator, and the Registrar
in respect of this Trust Agreement may be served.

                                       17
<PAGE>

        SECTION 3.09. TERMS OF CERTIFICATES BINDING. Each Certificateholder, by
assenting to the acquisition by it of a Certificate, agrees to be bound by the
terms and conditions of the Certificates and of this Trust Agreement, including
any supplements or amendments thereto or hereto, and to perform the obligations
of a Certificateholder as set forth therein or herein, in all respects as if it
were a signatory hereto. This undertaking is made for the benefit of the Trust,
the Delaware Trustee, the Administrator, the Registrar, and all other
Certificateholders, if any.

                                   ARTICLE IV

                           DISTRIBUTIONS AND PAYMENTS

        SECTION 4.01. DISTRIBUTION OF PAYMENTS.

                (a) Until the Trust shall have received written notice from the
        Trustee that the Indenture shall have been discharged pursuant to its
        terms, all revenues and receipts of any kind whatsoever generated by,
        remitted in respect of or relating to the Trust Estate and other
        payments and receipts of any kind with respect to the Trust Estate or
        otherwise included in the Trust Estate shall, if received directly by
        the Delaware Trustee, forthwith after receipt, be paid over by the
        Delaware Trustee to the indenture trustee without deduction, set-off or
        adjustment of any kind for distribution in accordance with the
        provisions of the Indenture; provided, that neither the making of such
        payments to, nor the receipt of such payments by, the Trustee or any
        other person shall ever be deemed to constitute the Trustee or any such
        person as an income beneficiary hereunder, it being understood that all
        such payments will be made pursuant to contractual obligations under the
        Indenture; and provided, further, that the Delaware Trustee shall not be
        required to turn over any such amounts received from the Trustee, or
        received on account of any amounts referred to in clause FIRST of
        subsection (b) of this Section or in Article VII hereof.

                (b) Except as otherwise provided in paragraph (a) of this
        Section, (i) all payments and amounts actually received by or on behalf
        of the Delaware Trustee from the Trust Estate sources pursuant to the
        Indenture and (ii) all other revenues, receipts and other payments of
        any kind whatsoever generated by, remitted or received in respect of or
        relating to the Trust Estate or otherwise included in the Trust Estate
        and not pledged or required to be pledged pursuant to the Indenture or
        released from the lien of the Indenture (all to the extent not
        previously distributed) (collectively, the "Payments"), each to the
        extent received by or on behalf of the Delaware Trustee, shall be
        distributed forthwith upon receipt by the Delaware Trustee in the
        following order of priority: FIRST, so much of such Payments as shall be
        required to pay or reimburse the Trust Company and the Delaware Trustee
        for any fees, expenses, indemnities or other amounts not otherwise paid
        or reimbursed to the Trust Company or the Delaware Trustee pursuant to
        the Indenture or otherwise as to which such Person is entitled to be
        paid or reimbursed hereunder shall be retained by the Delaware Trustee;
        SECOND, so much of the remainder of such Payments as shall be required
        to pay or reimburse the Administrator in performing its responsibilities
        hereunder and under the Administration Agreement for any Administration
        Fee, expenses, indemnities or other amounts not otherwise paid or
        reimbursed to the Administrator pursuant to the Indenture or otherwise
        as to which such Person is entitled to be paid or reimbursed shall be
        paid or reimbursed to the Administrator; and THIRD, the balance, if any,
        of such Payment or amount remaining thereafter shall be promptly


                                       18
<PAGE>

        distributed to the Certificateholders, pro rata based on their
        respective Percentage Interests, without deduction, set-off or
        adjustment of any kind; provided, that neither the making of such
        Payments to, nor the receipt of such Payments by, a Certificateholder or
        any other Person shall ever be deemed to constitute a Certificateholder
        or any such Person as an income beneficiary hereunder, and provided
        further, that the Delaware Trustee shall not be required to turn over
        any such Payment as compensation or reimbursement of expenses.

        SECTION 4.02. PAYMENTS FROM TRUST ESTATE ONLY. All payments to be made
by the Delaware Trustee under this Trust Agreement or by the Trust (other than
payments made pursuant to Sections 2.05(a)(ix) and 2.13 hereof with funds to be
provided by a Certificateholder) shall be made only from the Trust Estate and
the income and proceeds from or related to the Trust Estate and only to the
extent that the Delaware Trustee shall have actually received such income or
proceeds from the Trust Estate and such proceeds are not required to be remitted
to the Trustee pursuant to Section 4.01(a) hereof or the Indenture. Each
Certificateholder agrees that it will look solely to the Trust Estate to the
extent available for payment as herein provided and that, except as specifically
provided in Section 6.01 hereof, the Trust Company shall not be liable in its
individual capacity to any Certificateholder for any amounts payable under this
Trust Agreement and shall not be subject to any liability in its individual
capacity under this Trust Agreement. This Section is intended solely to limit
the liability of the Delaware Trustee and shall have no effect on the
obligations of the Certificateholders under this Trust Agreement. This Section
does not limit the liability of the Delaware Trustee set forth in Section 6.01
hereof.

        SECTION 4.03. METHOD OF PAYMENT. Unless otherwise directed by a
Certificateholder, all amounts payable to the Certificateholder pursuant to this
Trust Agreement shall be paid to it in immediately available funds by transfer
to a banking institution with bank wire transfer facilities for the account of
the Certificateholder, as the Delaware Trustee may be instructed from time to
time in writing by the Certificateholder.

        SECTION 4.04. TRUST PAYMENT DATE STATEMENT.

                (a) Based on the reports received by the Delaware Trustee
        pursuant to the Indenture, the Delaware Trustee, or the Administrator if
        requested by the Delaware Trustee pursuant to the Administration
        Agreement, shall prepare, or shall cause to be prepared for each payment
        or distribution made to the Delaware Trustee, the Administrator, or the
        Certificateholders pursuant to Section 4.01(b) hereof a statement
        substantially in the form of Exhibit B hereto (the "Trust Payment Date
        Statement"). In connection with any payments or distributions to the
        Delaware Trustee, the Administrator or the Certificateholders pursuant
        to Section 4.01(b) hereof, the Delaware Trustee, or the Administrator if
        requested by the Delaware Trustee pursuant to the Administration
        Agreement, shall deliver the Trust Payment Date Statement to each
        Certificateholder or as instructed by the Certificateholder in a written
        Notice to the Delaware Trustee and the Administrator.

                (b) The Delaware Trustee makes no representations or warranties
        as to the accuracy of the information contained in the reports generated
        by the Trust or the Administrator pursuant to the Indenture or, to the


                                       19
<PAGE>

        extent that the Trust Payment Date Statement contains or relies upon
        information provided by the reports provided by the Trust or the
        Administrator pursuant to the Indenture, the Trust Payment Date
        Statement. The Delaware Trustee shall not be bound to make any
        investigation as to the facts stated in the reports provided by the
        Trust pursuant to the Indenture, and may rely upon each of the reports
        provided by the Trust pursuant to the Indenture delivered to it by or on
        behalf of the Trustee.

                                   ARTICLE V

                           DUTIES OF DELAWARE TRUSTEE

        SECTION 5.01. NOTICE OF DEFAULT. In the event the Delaware Trustee shall
have actual knowledge of an Event of Default under the Indenture with respect to
any Notes, the Delaware Trustee shall give prompt telephonic notice (to the
extent telephone numbers are on file with the Delaware Trustee) followed by, or
in the alternative, written notice by facsimile or overnight courier for receipt
within 48 hours of discovery thereof to the Sponsor and the Trustee. Subject to
the terms of Section 5.03 hereof, the Delaware Trustee shall take or refrain
from taking such action as the Delaware Trustee shall be instructed in writing
by the Required Certificateholders. If the Delaware Trustee shall not have
received such instructions within 20 days after giving written notice of such
event to the Certificateholders (or within such shorter period of time as may be
specified in such notice or required under the circumstances), the Delaware
Trustee, subject to instructions subsequently received from the Required
Certificateholders pursuant to the preceding sentence, may, but shall be under
no duty to, take or refrain from taking any action with respect thereto as the
Delaware Trustee shall deem advisable and in the best interests of the
Certificateholders and shall not have liability to any Person for any action or
inaction. For all purposes of this Trust Agreement, in the absence of actual
knowledge of an officer of the Delaware Trustee at its address specified in
Section 10.05 hereof, the Delaware Trustee shall not be deemed to have knowledge
of any event referred to in the first sentence of this Section unless it
receives written notice thereof from a Certificateholder or the Trustee.

        SECTION 5.02. ACTION UPON INSTRUCTION.

                (a) Whenever the Delaware Trustee is (i) unable to decide
        between alternative courses of action permitted or required by the terms
        of this Trust Agreement or under any Transaction Document, (ii) unsure
        as to the application of any provision of this Trust Agreement or any
        Transaction Document or any such provision is ambiguous as to its
        application, or is, or appears to be, in conflict with any other
        applicable provision or (iii) in the event that this Trust Agreement
        permits any determination by the Delaware Trustee or is silent or is
        incomplete as to the course of action that the Delaware Trustee is
        required to take with respect to a particular set of facts, the Delaware
        Trustee may give Notice (in such form as shall be appropriate under the
        circumstances) to the Certificateholders and the Administrator
        requesting instruction and, to the extent that the Delaware Trustee acts
        or refrains from acting in good faith in accordance with any such
        instruction received from the Required Certificateholders or the
        Administrator, the Delaware Trustee shall not be liable, on account of
        such action or inaction, to any Person. If the Delaware Trustee shall
        not have received appropriate instruction within 10 days of such notice
        (or within such shorter period of time as reasonably may be specified in
        such notice or may be necessary under the circumstances) it may, but
        shall be under no duty to, take or refrain from taking such action not
        inconsistent with this Trust Agreement or the Transaction Documents, as
        it shall deem to be in the best interests of the Certificateholders, and
        shall not have liability to any Person for such action or inaction.

                                       20
<PAGE>

                (b) Notwithstanding anything in this Trust Agreement to the
        contrary, neither the Delaware Trustee nor any of its respective agents,
        shall be required to take or refrain from taking any action under this
        Trust Agreement, the Transaction Documents or any other agreement, or
        exercise any of their respective rights and powers, if the Delaware
        Trustee shall reasonably determine (without any obligation to make any
        such determination), or shall have been advised by counsel, that such
        action or inaction (i) is contrary to the terms of this Trust Agreement,
        the terms of the Transaction Documents or any other agreement to which
        the Delaware Trustee or the Trust is a party, (ii) is likely to result
        in a breach of its duties hereunder or those of the Trust Company, (iii)
        to the actual knowledge of an officer of the Delaware Trustee that is
        responsible for the administration of the Trust, would adversely affect
        the tax status of the Trust, or (iv) is otherwise contrary to applicable
        law.

                (c) The Delaware Trustee shall not be required to expend or risk
        its own funds or otherwise incur financial liability in the performance
        of any of its respective duties hereunder, or in the exercise of any of
        its respective rights or powers, if there is reasonable ground for
        believing that the repayment of such funds or adequate indemnity against
        such risk or liability is not reasonably assured to the Delaware Trustee
        and none of the provisions contained in this Trust Agreement shall in
        any event require the Delaware Trustee to perform, or be responsible for
        the manner of performance of, any of the obligations of any other party
        under this Trust Agreement.

                (d) Subject to the terms of Sections 5.01, 5.03 and 5.06 hereof
        and the Administration Agreement, the Required Certificateholders or the
        Administrator may by written instruction direct the Delaware Trustee in
        the management of the Trust. Such direction may be exercised at any time
        by written instruction of the Required Certificateholders or the
        Administrator. Prior to taking any action on behalf of the Trust under
        this Trust Agreement or the Transaction Documents, the Delaware Trustee
        may request and, if so requested, shall receive written instructions of
        the Required Certificateholders or the Administrator specifying the
        manner in which the Delaware Trustee shall take such action. The
        Delaware Trustee shall not be liable for any action it takes or omits to
        take in good faith in reliance on the instructions of such Required
        Certificateholders or the Administrator.

                (e) The Certificateholders agree to not provide any direction to
        the Delaware Trustee to take any action that is contrary to the terms of
        this Trust Agreement, the Transaction Documents, any other agreements to
        which the Delaware Trustee or the Trust is a party, or is otherwise
        contrary to applicable law.

                (f) The Delaware Trustee shall not have the power, except upon
        the direction of each Certificateholder, to (a) remove or replace the
        Eligible Lender Trustee, any Servicer, the Administrator or any other
        administrator or (b) except as expressly provided in the Transaction


                                       21
<PAGE>

        Documents, sell the Financed Student Loans after the termination of the
        Indenture. The Delaware Trustee shall take the actions referred to in
        the preceding sentence only upon written instructions signed by the
        Certificateholders.

        SECTION 5.03. INDEMNIFICATION. The Delaware Trustee shall not be
required to take or refrain from taking any action under this Trust Agreement,
the Transaction Documents or any other agreement (other than the actions
specified in the first sentence of Section 5.01 hereof) if the Delaware Trustee
shall reasonably determine, or shall have been advised by counsel, that such
actions may result in personal liability of the Trust Company or require it to
risk or advance its own funds unless the Trust Company and the Delaware Trustee
shall have been indemnified by the Certificateholders, in manner and form
reasonably satisfactory to the Trust Company and the Delaware Trustee, against
any liability, fee, cost or expense (including reasonable legal fees and
expenses) which may be incurred or charged in connection therewith; and if the
Required Certificateholders shall have directed the Delaware Trustee to take or
refrain from taking any such action, the Certificateholders so directing the
Delaware Trustee agree to furnish such indemnity as shall be required and, in
addition, to the extent not otherwise paid pursuant to the provisions of this
Trust Agreement, to pay the reasonable compensation of the Delaware Trustee for
the services performed or to be performed by it pursuant to such direction.

        SECTION 5.04. NO DUTIES EXCEPT AS SPECIFIED IN TRANSACTION DOCUMENTS.
The Delaware Trustee shall have no duty or obligation to manage, control, use,
make any payment in respect of, register, record, sell, dispose of or otherwise
deal with any of the Trust Estate, or otherwise to take or refrain from taking
any action as Delaware Trustee or on behalf of the Trust whatsoever under or in
connection with this Trust Agreement or the Transaction Documents except as (i)
expressly provided by the terms hereof or (ii) to the extent not so provided, as
expressly provided in written instructions received pursuant to Section 5.01 or
5.02 hereof; and no implied duties or obligations shall be read into this Trust
Agreement against the Delaware Trustee. The Delaware Trustee shall not in any
instance have any duty to inspect any of the Trust Estate or any records
pertaining thereto.

        SECTION 5.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Delaware Trustee shall have no authority to manage, control,
use, make any payment in respect of, register, record, sell, dispose of or
otherwise deal with any part of the Trust Estate except (i) as required by the
terms of this Trust Agreement, (ii) in accordance with the powers granted to or
the authority conferred upon the Delaware Trustee pursuant to this Trust
Agreement, or (iii) in accordance with the express terms hereof or written
instructions received pursuant to Section 5.01 or 5.02 hereof.

        SECTION 5.06. ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY.
The Delaware Trustee shall not follow any direction of the Certificateholders to
take any Bankruptcy Action. The consent of the Delaware Trustee shall be
required prior to the commencement by the Trust of any Bankruptcy Action. To the
fullest extent permitted by applicable law, the Delaware Trustee shall not be
required to consent to the commencement by the Trust of any Bankruptcy Action
unless it has received a certificate signed by a nationally recognized
accounting firm (the "Accountant's Certificate") certifying that such accounting
firm reasonably believes that the Trust is insolvent. The Delaware Trustee may
conclusively rely upon the Accountant's Certificate.

                                       22
<PAGE>

        SECTION 5.07. DISCHARGE OF LIENS. Notwithstanding anything in this Trust
Agreement to the contrary, the Delaware Trustee agrees that it will, at its own
cost and expense (and not at the expense of the Trust), promptly take all action
as may be necessary to discharge any liens on any part of the Trust Estate which
are attributable to actions by or claims against the Trust Company that are not
related to the ownership of the Trust Estate or the administration of the Trust
Estate or the transactions contemplated by this Trust Agreement.

                                   ARTICLE VI

                                DELAWARE TRUSTEE

        SECTION 6.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Trust Company accepts
the trusts hereby created and agrees to perform the same but only upon the terms
of this Trust Agreement. The Delaware Trustee is authorized and directed to
execute and deliver the Transaction Documents to which the Trust is to be party
and each certificate or other document attached as an exhibit to or contemplated
by the Transaction Documents to which the Trust is to be a party, as evidenced
conclusively by the Delaware Trustee's execution thereof. In addition to the
foregoing, the Delaware Trustee is authorized, but shall not be obligated, to
take all actions required of the Trust pursuant to the Transaction Documents.
Subject to Sections 2.09 and 5.06 hereof, the Delaware Trustee is further
authorized from time to time to take such action as the Required
Certificateholders instruct in writing with respect to the Transaction
Documents. The Delaware Trustee declares that it shall hold the Trust Estate,
and all amounts received by it thereunder and hereunder in trust, upon the terms
herein set forth, on behalf of the Trust for the use and benefit of all present
and future Certificateholders. The Delaware Trustee also agrees to receive and
disburse all money actually received by it constituting part of the Trust Estate
upon the terms hereof. Notwithstanding anything in this Trust Agreement to the
contrary, the Trust Company shall not be liable, answerable or accountable in
its individual capacity to any Person under any circumstances, except that such
limitation shall not limit the liability, if any, of the Trust Company to the
Certificateholders (i) for the Trust Company's own willful misconduct, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of its offices hereunder or the willful misconduct, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of its
offices hereunder performed through its agent not appointed with due care, (ii)
in the case of the inaccuracy of any of the Trust Company's representations or
warranties contained in Section 6.03 hereof, (iii) for taxes, fees or other
charges on, based on or measured by any fees, commissions or compensation
received by it for acting as Delaware Trustee in connection with any of the
transactions contemplated by this Trust Agreement or any other agreement
contemplated by this Trust Agreement, or (iv) the failure to use ordinary care
to disburse in accordance with the terms hereof money actually received by it.
In particular, but not by way of limitation:

                (a) the Trust Company shall not be liable for any error of
        judgment made in good faith by any officer of the Delaware Trustee;

                (b) under no circumstances shall the Trust Company be personally
        liable hereunder for any indebtedness of the Trust;

                                       23
<PAGE>

                (c) the Trust Company shall not be personally liable for the
        payment of any tax imposed on the Trust or amounts that are includable
        in the federal gross income of the Certificateholders;

                (d) no provision of this Trust Agreement shall require the Trust
        Company to expend or risk funds or otherwise incur any financial
        liability in the performance of any of the Delaware Trustee's duties or
        powers hereunder, if the Trust Company believes or is advised by its
        legal counsel that repayment of such funds or adequate indemnity against
        such risk or liability is not assured or provided to its reasonable
        satisfaction;

                (e) under no circumstance shall the Trust Company be liable for
        any representation, warranty, covenant, or obligation or indebtedness of
        the Trust hereunder or under the Transaction Documents or any other
        agreement, document or certificate contemplated by the foregoing;

                (f) the Trust Company shall not be liable with respect to any
        action taken or omitted to be taken by the Administrator and the Trust
        Company shall not be liable for performing or supervising the
        performance of any obligations or duties under this Trust Agreement, the
        Administration Agreement or the Indenture, or under any other document
        contemplated hereby or thereby, which are to be performed by the
        Administrator or any other Person under such documents;

                (g) the Trust Company shall not be responsible for or in respect
        of the recitals herein, the validity or sufficiency of this Trust
        Agreement, or for the due execution hereof by the Sponsor or the
        Administrator or for the form, character, genuineness, sufficiency,
        value or validity of any of the Trust Estate or for or in respect of the
        validity or sufficiency of the Indenture or any other document
        contemplated thereby to which the Trust Company is not a party, and the
        Trust Company shall in no event assume or incur any liability, duty or
        obligation to the Trustee, the Certificateholders, or the Administrator
        other than is expressly provided for herein;

                (h) notwithstanding anything contained herein or in any of the
        Transaction Documents to the contrary, neither the Trust Company nor the
        Delaware Trustee shall be required to take any action in any
        jurisdiction other than in the State of Delaware if the taking of such
        action will (i) require the consent or approval or authorization or
        order of or the giving of notice to, or the registration with or taking
        of any action in respect of, any state or other governmental authority
        or agency of any jurisdiction other than the State of Delaware; (ii)
        result in any fee, tax or other governmental charge under the laws of
        any jurisdiction or any political subdivisions thereof in existence on
        the date hereof other than the State of Delaware becoming payable by the
        Trust Company; or (iii) subject the Trust Company to personal
        jurisdiction in any jurisdiction other than the State of Delaware for
        causes of action arising from acts unrelated to the consummation of the
        transactions by the Trust Company or the Delaware Trustee, as the case
        may be, contemplated hereby;

                (i) no provision of this Trust Agreement shall require the Trust
        Company to monitor or otherwise supervise the actions or inactions of or
        the performance by the Administrator or any sub-administrators;

                                       24
<PAGE>

                (j) the Delaware Trustee shall be deemed to have discharged its
        duties and responsibilities hereunder and under the other Transaction
        Documents to the extent the Administrator or any other administrator has
        agreed in the Administration Agreement or the related administration
        agreement, as applicable, to perform any act or to discharge any duty of
        the Delaware Trustee hereunder or under any other Transaction Document,
        and the Delaware Trustee shall not be held liable for the default or
        failure of the Administrator or any other administrator to carry out its
        obligations under the Administration Agreement or related administration
        agreement, as applicable;

                (k) the Delaware Trustee shall have no obligation to administer,
        service or collect the Financed Eligible Loans or to maintain, monitor
        or otherwise supervise the administration, servicing or collection of
        the Financed Eligible Loans;

                (l) notwithstanding anything contained herein to the contrary,
        any funds and assets held by the Delaware Trustee on behalf of the Trust
        hereunder may be maintained and accounted for in the record-keeping and
        asset custody systems utilized by the Trust Company on behalf of the
        Delaware Trustee; and

                (m) notwithstanding anything contained herein to the contrary or
        in any Transaction Document or other document, the Delaware Trustee
        shall not be required to execute, deliver or certify on behalf of the
        Delaware Trustee, the Trust or any other Person any filings,
        certificates, affidavits or other instruments required by the Securities
        and Exchange Commission or required under the Sarbanes-Oxley Act of 2002
        and, notwithstanding any Person's right to instruct the Delaware
        Trustee, neither the Delaware Trustee nor any agent, employee, director
        or officer of the Delaware Trustee shall have any obligation to execute
        any certificates or other documents required by the Securities and
        Exchange Commission or required pursuant to the Sarbanes-Oxley Act of
        2002 or the rules and regulations promulgated thereunder, and the
        refusal to comply with any such instructions shall not constitute a
        default or breech under any Transaction Document.

        SECTION 6.02. FURNISHING OF DOCUMENTS. The Delaware Trustee will furnish
to the Certificateholders, promptly upon receipt, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other writings furnished to the Delaware Trustee. The Delaware Trustee shall
have no duty or obligation to examine or review such items received by it.

        SECTION 6.03. NO REPRESENTATIONS OR WARRANTIES AS TO TRUST ESTATE.
Neither the Trust Company nor the Delaware Trustee makes (i) any representation
or warranty as to the title, value or merchantability of the Trust Estate or any
other representation or warranty, express or implied, with respect to the Trust
Estate whatsoever, and (ii) any representation or warranty as to the validity or
enforceability of the Transaction Documents or any other agreement contemplated
by any of the foregoing, or as to the correctness of any statement contained in
any thereof, except that the Trust Company represents and warrants to the
Certificateholders and the Administrator that this Trust Agreement and, assuming
that this Trust Agreement has been duly authorized, executed and delivered by
the Sponsor and the Administrator, each of the Transaction Documents and each


                                       25
<PAGE>

other document which contemplates execution thereof by the Delaware Trustee on
behalf of the Trust has been or will be executed and delivered by its officers
who are or will be duly authorized to execute and deliver such document on its
behalf, and that under Delaware law (excluding Delaware securities laws), this
Trust Agreement constitutes the legal, valid and binding obligation of the Trust
Company, enforceable against the Trust Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting the enforcement of creditors' rights generally and
to general principles of equity.

        SECTION 6.04. NO SEGREGATION OF MONEYS; NO INTEREST. Except as otherwise
provided herein or in written instructions from the Required Certificateholders,
moneys received by the Delaware Trustee hereunder need not be segregated in any
manner, except to the extent required by applicable law and Section 2.09 hereof,
and may be deposited under such general conditions as may be prescribed by law,
and neither the Trust Company nor the Delaware Trustee shall be liable for any
interest thereon.

        SECTION 6.05. RELIANCE; ADVICE OF COUNSEL. The Delaware Trustee shall
not incur any liability to anyone in acting in reliance upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond, direction or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Delaware
Trustee may accept a copy of a resolution of the board of directors or other
governing body of any party, certified by the secretary or a senior officer
thereof, as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or
matter the manner of ascertainment of which is not specifically prescribed
herein, the Delaware Trustee may for all purposes hereof rely on a certificate
of the relevant person as to such fact or matter, and such certificate shall
constitute full protection to the Delaware Trustee for any action taken,
suffered or omitted by it in good faith in reliance thereon. In the
administration of the trusts created hereby, the Delaware Trustee may execute
any of the trusts or powers hereof and perform any of its powers and duties,
including, if applicable, the holding of title to all or any part of the Trust
Estate, hereunder directly or through agents or attorneys and may consult with
counsel, accountants and other skilled persons to be selected and employed by
it, and the Delaware Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the advice or opinion within the
scope of such person's competence of any such counsel, accountants or other
skilled persons selected by it with due care.

        SECTION 6.06. NOT ACTING IN INDIVIDUAL CAPACITY. Except as otherwise
provided in this Article, in accepting the trusts hereby created, the Trust
Company acts solely as Delaware Trustee hereunder and not in its individual
capacity, and all persons having any claim against the Delaware Trustee by
reason of the transactions contemplated hereby and by the Indenture shall look
only to the Trust Estate (or a part thereof, as the case may be) for payment or
satisfaction thereof, but subject to the lien created by Indenture.

        SECTION 6.07. BOOKS AND RECORDS. The Delaware Trustee shall be
responsible for the keeping of all customary and appropriate books and records
relating to the receipt and disbursement of all money which it may receive
hereunder or under any agreement contemplated hereby.

                                       26
<PAGE>

        SECTION 6.08. TAX RETURNS. The Delaware Trustee is hereby advised that
the Certificateholders intend that as long as the Trust has a single
Certificateholder, the entity created under this Trust Agreement shall be
treated for purposes of federal income tax, state and local income and franchise
taxes, and any other taxes imposed on, measured by or based upon gross or net
income, as a disregarded entity separate from its owner. However, if there is
more than one Certificateholder, the parties hereto intend that the entity
created under this Trust Agreement shall be treated as a partnership for federal
income tax purposes. The Trust shall, at the expense of the Certificateholders
pro rata based on their respective Percentage Interests, shall cause a firm of
independent public accountants selected by the Administrator to prepare any tax
returns or other forms certified by such accounting firm to be all, to the best
of such accounting firm's knowledge, of the tax returns or forms required to be
filed by the Trust; the Delaware Trustee shall cooperate with such accounting
firm in providing any information in its possession which is necessary or
advisable in the preparation of such tax returns and shall execute such tax
returns presented to it in execution form in a timely manner to enable the
Certificateholders to timely file such tax returns. The Delaware Trustee in its
capacity as Delaware Trustee shall sign all appropriate federal returns
presented to it in execution form; provided, however, that the Trust shall send
a copy of any such return and related information to any requesting
Certificateholder at such times as such Certificateholder may request. In no
event shall the Delaware Trustee be liable for any liabilities, costs or
expenses of the Trust, the Administrator, or the Certificateholders arising out
of the application of any tax law, including federal, state, foreign or local
income or excise taxes or any other tax imposed on or measured by income (or any
interest, penalty or addition with respect thereto or arising from a failure to
comply therewith) except for any such liability, cost or expense attributable to
any act or omission by the Delaware Trustee, as the case may be, in breach of
its obligations under this Trust Agreement. The Delaware Trustee shall keep
copies of all returns delivered to it or filed by it. Any reports, returns,
records, filings or books, other than those customary books and records or any
report or return specifically referenced in this Section, shall be the sole
responsibility and obligation of the Administrator and the Certificateholders,
and the Delaware Trustee shall have no obligation or responsibility with respect
thereto.

                                  ARTICLE VII

                       ASSUMPTION OF LIABILITY AND PAYMENT
                              FOR DELAWARE TRUSTEE

        SECTION 7.01. COMPENSATION AND EXPENSES. The Delaware Trustee shall
receive from the Trust as compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for its services hereunder such fees as may heretofore and from time to time
hereafter be agreed upon in a separate fee agreement between the Sponsor and the
Delaware Trustee. The Delaware Trustee shall be entitled to be reimbursed from
the Payments for its reasonable expenses hereunder, including, without
limitation, the reasonable compensation, expenses and disbursements of such
agents, representatives, accountants, experts and counsel as the Delaware
Trustee may employ in connection with the exercise and performance of its rights
and duties under this Trust Agreement, the Transaction Documents or any other
agreement contemplated by any of the foregoing, whether or not the transactions
contemplated hereby and thereby are consummated and to be paid as additional
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for any


                                       27
<PAGE>

extraordinary services rendered hereunder. Such compensation and reimbursement
shall be paid first from the Collection Fund created pursuant to the Indenture
to the extent and in the priority set forth in the Indenture and then from the
Payments as set forth in Section 4.01(b) hereof.

        SECTION 7.02. INDEMNIFICATION BY TRUST. The Trust agrees, to the fullest
extent permitted by applicable law, to assume liability for, and hereby
indemnifies and holds harmless the Trust Company, its officers, directors and
employees and the Delaware Trustee from and against any and all liabilities,
obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever which may be imposed on, incurred by or asserted at any time
against the Trust Company, its officers, directors and employees or the Delaware
Trustee in any way relating to or arising out of the Trust Estate, any of the
properties included therein, the acceptance, termination or administration of
the Trust Estate or the Trust or any action or inaction of the Delaware Trustee
or the Trust hereunder or under the Transaction Documents or any other agreement
contemplated by any of the foregoing or any certificate of a Certificateholder,
except only that the Trust shall not be required so to assume liability for any
of the matters described in the seventh sentence of Section 6.01 hereof and
provided that the Trust and the Delaware Trustee agree that such assumption of
liability for liabilities, obligations, losses, damages, taxes, claims, actions,
such costs expenses or disbursements of any kind shall be direct and primary and
not that of a guarantor. If any item assumed by the Trust under this Section is
also subject to indemnification by another party to any of the documents
specifically referenced herein (other than Section 7.03 hereof), the Trust
Company or the Delaware Trustee shall first make demand on such party for
indemnification of any such item but shall not be obligated to exhaust its
remedies thereunder. The indemnities contained in this Section shall survive the
resignation or removal of the Delaware Trustee and shall survive the termination
of the Trust and this Trust Agreement. Such indemnification and reimbursement
shall be paid solely from the Payments as set forth in Section 4.01(b) hereof.

        SECTION 7.03. CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent the
following amounts required to be paid hereunder to the Delaware Trustee are not
paid pursuant to Sections 4.01(b) or 7.02 hereof and to the fullest extent
permitted by applicable law, the Certificateholders, pro rata based on their
respective Percentage Interests, shall pay or cause to be paid (or reimburse the
Delaware Trustee for) (a) all reasonable fees and expenses of the Delaware
Trustee hereunder, including, without limitation, the reasonable compensation,
expenses and disbursements of such agents, representatives, accountants, experts
and counsel as the Delaware Trustee may employ in connection with the exercise
and performance of its rights and duties under this Trust Agreement, the
Transaction Documents or any other agreement contemplated by any of the
foregoing, whether or not the transactions contemplated hereby and thereby are
consummated and (b) all amounts required to be paid by Section 7.02 hereof and
not paid by the Trust. The liabilities and indemnities contained in this Section
are for the benefit of the Trust Company, in its individual capacity and its
officers, directors and employees and shall not be construed as imposing any
liabilities on any Certificateholder or any affiliate thereof for any expense or
liability of the Trust to third parties. Neither the Certificateholders nor the
Administrator shall have liabilities for the expenses and liabilities of the
Trust (except as otherwise provided in this Trust Agreement with respect to the
Trust Company, in its individual capacity) and all such expenses and liabilities
shall be payable solely from the Trust Estate.

                                       28
<PAGE>

                                  ARTICLE VIII

                            TERMINATION OF INDENTURE

        SECTION 8.01. TERMINATION IN GENERAL. After the termination of the
Indenture in accordance with its terms, this Trust Agreement and the Trust shall
terminate and be of no further force or effect upon the final distribution by
the Delaware Trustee of all monies or other property or proceeds of the Trust
Estate in accordance with the terms of this Trust Agreement. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(a) operate to terminate this Trust Agreement or the Trust, (b) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for partition or winding up of all or
any part of the Trust or the Trust Estate or (c) otherwise affect the rights,
obligations and liabilities of the parties hereto. Subject to Section 8.02
hereof, none of the Certificateholders shall be entitled to revoke or terminate
the Trust.

        SECTION 8.02. TERMINATION AT OPTION OF CERTIFICATEHOLDERS.
Notwithstanding Section 8.01 hereof, the Trust shall dissolve and the remaining
assets of the Trust shall be distributed to the Certificateholders pro rata in
accordance with their respective Percentage Interests and the Trust Statute, and
this Trust Agreement shall be of no further force and effect, upon the election
of all of the Certificateholders by written notice to the Delaware Trustee, if
such notice shall be accompanied by the written agreement (in form and substance
satisfactory to the Delaware Trustee) of all of the Certificateholders assuming
all the obligations of the Trust and the Delaware Trustee and releasing the
Delaware Trustee therefrom; provided, however, that until the termination of the
Indenture in accordance with its terms and full and final payment of all
Obligations outstanding thereunder, the Certificateholders may not so terminate
this Trust Agreement or the Trust.

        SECTION 8.03. TERMINATION. Upon the completion of winding up of the
Trust, including the payment or the making of reasonable provision for payment
of all obligations of the Trust in accordance with Section 3808(e) of the Trust
Statute, the Delaware Trustee shall file a certificate of cancellation with the
Delaware Secretary of State in accordance with Section 3810 of the Trust
Statute, at which time the Trust and this Trust Agreement (other than Article
VII hereof) shall terminate. The Administrator shall act as the liquidator of
the Trust and shall be responsible for directing the Delaware Trustee to take
all required actions in connection with winding up the Trust.

                                   ARTICLE IX

                SUCCESSOR DELAWARE TRUSTEES, CO-DELAWARE TRUSTEES
                         AND SEPARATE DELAWARE TRUSTEES

        SECTION 9.01. RESIGNATION AND SUCCESSORS. The Delaware Trustee or any
successor may resign at any time without cause by giving at least 60 days' prior
written notice to the Certificateholders. The Required Certificateholders, may
at any time remove the Delaware Trustee without cause by written notice to the
Delaware Trustee, any such resignation or removal to be effective upon the
acceptance of appointment by a successor Delaware Trustee as hereinafter
provided. In the event of the resignation or removal of the Delaware Trustee,
the Required Certificateholders shall appoint a successor by written instrument.


                                       29
<PAGE>

If a successor Delaware Trustee shall not have been appointed within 60 days
after the giving of such notice, the Delaware Trustee may apply to any court of
competent jurisdiction in the United States to appoint a successor Delaware
Trustee to act until such time, if any, as a successor shall have been appointed
as provided above. Any successor so appointed by such court shall immediately
and without further act be superseded by any successor by the Required
Certificateholders. Any successor, however appointed, shall execute and deliver
to its predecessor Delaware Trustee an instrument accepting such appointment,
and thereupon such successor, without further act, shall become vested with all
the estates, properties, rights, powers, duties and trusts of the predecessor
Delaware Trustee in the trusts hereunder with like effect as if originally named
"Delaware Trustee" herein; but upon the written request of such successor, and
upon payment to the predecessor Delaware Trustee of all amounts due to it under
this Trust Agreement, such predecessor shall execute and deliver an instrument
transferring to such successor, upon the trusts herein expressed, all the
estates, properties, rights, powers, duties and trusts of such predecessor, and
such predecessor shall duly assign, transfer, deliver and pay over to such
successor all moneys or other property then held by such predecessor upon the
trusts herein expressed. Any right of the Certificateholders against the
predecessor Delaware Trustee, in its individual capacity, shall not be
prejudiced by the appointment of any successor Delaware Trustee and shall
survive the termination of the trusts created hereby. Any successor, however
appointed, shall be a bank or a trust company incorporated or organized and
doing business within the United States of America that is an Independent
Trustee and either (a) having a combined capital and surplus of at least
$50,000,000 and being subject to supervision or examination by federal banking
authorities and (b) having (or having its obligations hereunder guaranteed by a
trust company that has) a long-term unsecured debt rating of at least BBB- by
Standard & Poor's, Baa3 by Moody's (so long as Moody's provides a rating on any
of the Obligations under the Indenture) or at least the equivalent rating from
another nationally recognized statistical rating organization, if there is such
an institution willing, able and legally qualified to perform the duties of the
"Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation
into which the Delaware Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Delaware Trustee shall be a party, or any corporation
to which substantially all the corporate trust business of the Delaware Trustee
may be transferred, shall, subject to the preceding sentence, be the "Delaware
Trustee" under this Trust Agreement without further act. Any successor Delaware
Trustee, however appointed, shall be competent and qualified to (i) serve as a
trustee of a Delaware statutory trust, (ii) take all action required by the
Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and
any other agreement contemplated by any of the foregoing, and (iii) until
termination of the Indenture in accordance with its terms, be an Independent
Trustee. There shall be at all times at least one "Delaware Trustee" that meets
the requirements of the laws of the State of Delaware. Notwithstanding anything
herein to the contrary, the resignation or removal of the Delaware Trustee shall
not be effective unless and until the Required Certificateholders appoint a
successor Delaware Trustee meeting the requirements specified above.

        SECTION 9.02. CO-DELAWARE TRUSTEES AND SEPARATE DELAWARE TRUSTEES.
Whenever the Delaware Trustee or the Required Certificateholders shall deem it
necessary or prudent in order either to conform to any law of any jurisdiction
in which all or any part of the Trust Estate shall be situated or to make any
claim or bring any suit with respect to the Trust Estate or the Indenture, or


                                       30
<PAGE>

the Delaware Trustee or the Required Certificateholders shall be advised by
counsel satisfactory to it or them that it is so necessary or prudent, the
Delaware Trustee and the Certificateholders shall execute and deliver an
agreement supplemental hereto and all other instruments and agreements, and
shall take all other action, necessary or proper to constitute one or more
persons (and the Delaware Trustee may appoint one or more of its officers)
either as co-trustee or co-trustees jointly with the Delaware Trustee of all or
any part of the Trust Estate, or as separate trustee or separate trustees of all
or any part of the Trust Estate, and to vest in such persons, in such capacity,
such title to the Trust Estate or any part thereof and such rights or duties as
may be necessary or desirable, all for such period and under such terms and
conditions as are satisfactory to the Delaware Trustee and the Required
Certificateholders and, until the termination of the Indenture in accordance
with its terms as are reasonably satisfactory to the Trustee. In case any
co-trustee or separate trustee shall dissolve, die, become incapable of acting,
resign or be removed, the title to the Trust Estate and all rights and duties of
such co-trustee or separate trustee shall, so far as permitted by law, vest in
and be exercised by the Delaware Trustee, without the appointment of a successor
to such co-trustee or separate trustee.

        SECTION 9.03. CHANGES IN IDENTITY OF A DELAWARE TRUSTEE. Upon the change
of identity of a Delaware Trustee or the addition or deletion of a Delaware
Trustee, whose identity is required to be disclosed under applicable law, the
Delaware Trustee or Delaware Trustees shall cause such filings to be made in
Delaware if required by the Trust Statute, and, at the direction of the
Certificateholders, shall cause such filings to be made, if any, as may be
required in accordance with the provisions of other applicable law, indicating
the change with respect to such Delaware Trustee's identity or such addition or
deletion of a Delaware Trustee.

                                   ARTICLE X

                                  MISCELLANEOUS

        SECTION 10.01. AMENDMENT.

                (a) Subject to Section 2.09(b)(ii) hereof, this Trust Agreement
        may be amended by an instrument in writing that specifically refers to
        this Trust Agreement signed by the Delaware Trustee and the Required
        Certificateholders to (i) cure any ambiguity or correct any provision of
        the Trust Agreement or (ii) with the consent of each Certificateholder
        the interests of which in its Certificates or the Trust would be
        adversely affected in any material respect thereby, supplement, add,
        eliminate, or change in any manner one or more provisions of this Trust
        Agreement or modify in any manner the rights of the Certificateholders;
        provided, however, that such action, as evidenced by an Opinion of
        Counsel, shall not adversely affect in any material respect the
        interests of the Trustee, or the Registered Owners taken as a whole,
        except that no such Opinion of Counsel will be required if each rating
        agency then rating any of the Notes provides prior written confirmation
        that the proposed amendment will not result in the withdrawal, downgrade
        or qualifications of the then current ratings of the obligations;
        provided further, if in the opinion of the Delaware Trustee any
        amendment adversely affects any right, duty or liability of, or immunity
        or indemnity in favor of, it or the Trust Company under this Trust
        Agreement, the Transaction Documents or any of the documents
        contemplated hereby or thereby to which it or the Trust is a party, or


                                       31
<PAGE>

        would cause or result in any conflict with or breach of or default under
        any terms, conditions or provisions of its charter documents or bylaws
        or any document contemplated hereby or thereby to which it is a party,
        the Delaware Trustee may in its sole discretion decline to enter into
        such amendment.

                (b) Promptly after the execution of any such amendment or
        consent, the Trust shall furnish written notification of the substance
        of such amendment or consent to each Rating Agency (as defined in the
        Indenture) then rating any of the Notes and the Certificateholders.

                (c) It shall not be necessary for the consent of the
        Certificateholders pursuant to this Section to approve the particular
        form of any proposed amendment or consent, but it shall be sufficient if
        such consent shall approve the substance thereof. The manner of
        obtaining such consents (and any other consents of the
        Certificateholders provided for in this Trust Agreement) and of
        evidencing the authorization of the execution thereof by the
        Certificateholders shall be subject to such reasonable requirements as
        the Delaware Trustee may prescribe.

                (d) Nothing contained in this Section shall be construed as a
        delegation by a Certificateholder to the Delaware Trustee of the right
        of the Certificateholder to consent to any amendment, waiver,
        modification or supplement to the provisions of this Trust Agreement.

                (e) Prior to its execution of any amendment to this Trust
        Agreement, the Delaware Trustee shall be entitled to receive an Opinion
        of Counsel that such amendment is permitted by the Transaction Documents
        and that all conditions precedent have been met.

                (f) Any failure by a party hereto to exercise or any delay in
        exercising any of rights under this Trust Agreement shall not operate as
        a waiver of that or any other such right.

                                       32
<PAGE>

        SECTION 10.02. NO INTEREST IN TRUST ESTATE. Legal title to the Trust
Estate shall be vested in the Trust as a separate legal entity. To the fullest
extent permitted by Delaware law, and notwithstanding anything to the contrary
in this Trust Agreement or Section 3805(a) of the Trust Statute, no
Certificateholder shall have any undivided beneficial interest in the Trust
Estate for Delaware State law purposes, nor shall any Certificateholder have
title to, or any interest in, all or part of any specific properties, assets or
rights constituting all or part of the Trust Estate. No transfer, by operation
of law or otherwise, of any right, title or interest of a Certificateholder in
the Trust or under the Trust Statute shall operate to terminate this Trust
Agreement, the Trust or the trusts created hereunder or entitle any successor or
transferee to an accounting or to the transfer to it of title to all or any part
of the Trust Estate. Any obligation of the Delaware Trustee hereunder or of the
Trust under the Indenture or any other document contemplated hereby or thereby
performed by the Administrator or a Certificateholder shall not be construed as
a revocation of the trusts created hereby. The Certificateholders shall not have
any liability for the performance of this Trust Agreement except as expressly
set forth herein.

        SECTION 10.03. SALE OF THE TRUST ESTATE BY DELAWARE TRUSTEE IS BINDING.
Any sale or other conveyance of the Trust Estate or any part thereof by the
Delaware Trustee made pursuant to the terms of this Trust Agreement or the
Indenture shall bind the Certificateholders and shall be effective to transfer
or convey all right, title and interest of the Trust, the Delaware Trustee and
the Certificateholders in and to the Trust Estate or such part thereof. No
purchaser or other grantee shall be required to inquire as to the authorization,
necessity, expediency or regularity of such sale or conveyance or as to the
application of any sale or other proceeds with respect thereto by the Delaware
Trustee.

        SECTION 10.04. LIMITATIONS ON RIGHTS OF OTHERS. Except as provided in
Section 10.10 hereof, nothing in this Trust Agreement, whether express or
implied, shall be construed to give to any person other than the Trust Company,
the Delaware Trustee, the Sponsor, the Certificateholders and the Trustee any
legal or equitable right, remedy or claim under the Trust or in respect of this
Trust Agreement, any covenants, conditions or provisions contained herein.

        SECTION 10.05. NOTICES, ETC. All notices, requests, demands, consents
and other communications ("Notices") required or contemplated by the provisions
hereof shall refer on their face to this Trust Agreement (although failure to do
so shall not make such Notice ineffective), shall, unless otherwise stated
herein, be in writing and sent by telecopy, telegram, cable, mail (by certified
or registered mail, return receipt requested) or by reputable overnight courier
to the following addresses:

        if to the Delaware Trustee:        Wells Fargo Delaware Trust Company
                                           919 North Market Street, Suite 700
                                           Wilmington, DE  19801
                                           Attention:  Ann Roberts Dukart
                                           Phone:  (302) 575-2004
                                           FAX:  (302) 575-2006

                                       33
<PAGE>

        if to the Sponsor:                 Nelnet Student Loan Funding, LLC
                                           121 South 13th Street, Suite 301
                                           Lincoln, NE  88508
                                           Attention:  Terry J. Heimes
                                           Phone:  (402) 458-2300
                                           FAX:  (402) 458-2399

        if to the Trustee:                 To such Person and at such address as
                                           may be specified in the Indenture.

or at such other address as shall be designated in written notice to the
Delaware Trustee by the Persons entitled to receive notices pursuant to this
Trust Agreement. All such notices shall be effective when received.

        SECTION 10.06. SEVERABILITY. Any provision of this Trust Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

        SECTION 10.07. SEPARATE COUNTERPARTS. This Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

        SECTION 10.08. ENTIRE AGREEMENT. Each party hereto agrees that this
Trust Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof.

        SECTION 10.09. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon and inure to the benefit of the Delaware
Trustee, the Certificateholders, the Administrator and the Trustee and their
respective successors and assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other writing or action by a Certificateholder
shall bind its successors and assigns.

        SECTION 10.10. GOVERNING LAW. This Trust Agreement shall be governed by,
and construed in accordance with, the substantive laws of the State of Delaware
(without regard to conflict of law provisions) applicable to contracts to be
performed entirely within such state, including all matters of construction,
validity and performance.

        SECTION 10.11. NO LIABILITY OF CERTIFICATEHOLDERS. Except as provided in
Sections 5.03, 6.07 and 6.08 and Article VII hereof, neither the
Certificateholders nor the Administrator shall be liable for any losses, claims,
damages, liabilities and expenses of the Trust.

        SECTION 10.12. ACTIONS BY THE CERTIFICATEHOLDERS. Any actions required
to be taken by the Certificateholders shall, unless otherwise specified herein,
be taken with the consent of the Certificateholders then holding a majority of
the Percentage Interests.

                           [SIGNATURE PAGE TO FOLLOW]


                                       34
<PAGE>


        IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers as of the day and year first
above written.

                                  NELNET STUDENT LOAN FUNDING, LLC, as Sponsor

                                  By:  NELNET STUDENT LOAN FUNDING
                                       MANAGEMENT CORPORATION, as
                                       Manager and Special Member



                                  By  /s/ Jeffrey R. Noordhoek
                                     -------------------------------------------
                                      Jeffrey R. Noordhoek, Vice President


                                  WELLS FARGO DELAWARE TRUST COMPANY, in its
                                  individual capacity and in its capacity as
                                  Delaware Trustee



                                  By    /s/ Jose Mercado
                                     -------------------------------------------
                                  Name:     Jose Mercado
                                        ----------------------------------------
                                  Title:    Trust Officer
                                         ---------------------------------------


<PAGE>

                                    EXHIBIT A

                    CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS


                    Sponsor                      Percentage Interest
                    -------                      -------------------

Nelnet Student Loan Funding, LLC                         100%
(Aggregate principal amount of Trust Estate)

        TOTAL                                            100%


<PAGE>


                                    EXHIBIT B

                      FORM OF TRUST PAYMENT DATE STATEMENT


                 For the Payment Date dated __________ __, _____

Nelnet Student Loan Trust 2005-3

(1) Amount received from the Trustee under the Indenture on the
    Payment Date:                                                      $
                                                                       ---------

(2) Amount, if any, deducted pursuant to Section 4.01 of the
    Trust Agreement:                                                   $
                                                                       ---------
     (a)  Trust Company and Delaware Trustee
         fees and expenses:                       $
                                                   ----------
     (b)  Administrator fees and expenses:        $
                                                   ----------
                                                  Total                $
                                                                       ---------

(3) Total amount to be remitted to Certificateholders
     (Item (1) minus Item (2)):                                        $
                                                                       ---------



<PAGE>

                                    EXHIBIT C

                               FORM OF CERTIFICATE



        THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT REFERRED TO HEREIN.


        THE TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR
ANY INTEREST IN THE ADMINISTRATOR OR WELLS FARGO DELAWARE TRUST COMPANY.

        Certificate No. __________

        Percentage Interest evidenced by this Certificate: ___%

                                   CERTIFICATE
                   Issued by Nelnet Student Loan Trust 2005-3


        This Certificate (the "Certificate") is not guaranteed or insured by any
governmental agency or instrumentality and does not represent deposits or
obligations of or any interest in the Administrator or Wells Fargo Delaware
Trust Company.

        This Certificate certifies that _______________ is the registered owner
(the "Certificateholder") of the Percentage Interest evidenced by this
Certificate specified above in the Nelnet Student Loan Trust 2005-3 (the
"Trust"). The Trust was created pursuant to a Trust Agreement, dated as of July
1, 2005 (the "Trust Agreement"), between Nelnet Student Loan Funding, LLC, as
Initial Certificateholder and Sponsor (the "Sponsor"), and Wells Fargo Delaware
Trust Company, as Delaware Trustee (the "Delaware Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Trust Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Certificateholder by virtue of the acceptance hereof assents and
by which such Certificateholder is bound.

        This Certificate has not and will not be registered under the Securities
Act of 1933, as amended (the "Securities Act") and will not be listed on any
exchange. In addition to other restrictions on transfer set forth in the Trust
Agreement, no transfer of this Certificate shall be made to a Person or entity
unless such transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt
from the registration requirements under the Securities Act and such laws.


<PAGE>

        In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and state securities laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trust, the Delaware Trustee, the Administrator and the
transferring Certificateholder in writing the facts surrounding the transfer in
substantially the forms required by the Trust Agreement. Except in the case of a
transfer as to which the proposed transferee has provided a Rule 144A Letter
with respect to a Rule 144A transaction, there shall also be delivered to the
Trust an Opinion of Counsel to the effect that such transfer may be made
pursuant to an exemption from the Securities Act, which Opinion of Counsel shall
not be an expense of the Trust, the Delaware Trustee (unless it is the
transferee from whom such opinion is to be obtained) or of the Administrator.
The Certificateholder desiring to effect such a transfer shall, and does hereby
agree to, indemnify the Trust, the Delaware Trustee and the Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with federal and state securities laws.

        No transfer, sale, pledge or other disposition of this Certificate shall
be made unless prior to such transfer, sale, pledge or other disposition, the
Trust shall have received either (i) a representation letter from the transferee
of such Certificate, acceptable to and in form and substance satisfactory to the
Delaware Trustee, to the effect that such a transferee is not an employee
benefit plan subject to Section 406 of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a person acting on behalf of
any such plan, or (ii) in the case of any Certificate presented for registration
in the name of an employee benefit plan subject to ERISA or Section 4975 of the
Code (or comparable provisions of any subsequent enactments), or a trustee of
any such plan or any other person acting on behalf of any such plan, an Opinion
of Counsel satisfactory to the Trust, the Delaware Trustee and the Administrator
to the effect that the purchase or holding of such Certificate will not result
in the Trust or the Trust Estate being deemed to be "plan assets" and subject to
the prohibited transaction provisions of ERISA and the Code and will not subject
the Trust, Delaware Trustee, the Administrator or the transferring
Certificateholder to any obligation in addition to those undertaken in the Trust
Agreement. Notwithstanding anything else to the contrary herein, in the event
any purported transfer of a Certificate is made without delivery of the
representation letter referred to above, such representation shall be deemed to
have been made by the transferee by its acceptance of such Certificate. In
addition, any purported transfer of a Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the delivery to the Trust,
the Delaware Trustee and the Administrator of an Opinion of Counsel as described
above shall be void and of no effect.

        This Certificate is one of a duly authorized issue of Certificates
representing a beneficial undivided ownership interest in the Trust created by
the Trust Agreement. This Certificate shall not be entitled to any benefit under
the Trust Agreement or be valid for any purpose unless manually countersigned by
an Authorized Officer of the Delaware Trustee.

        The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Estate for payment hereunder and that
neither the Delaware Trustee nor the Administrator is liable to the
Certificateholders for any amount distributable under this Certificate or the
Trust Agreement, except as expressly provided in the Trust Agreement.

                                       C-2
<PAGE>

        This Certificate does not purport to summarize the Trust Agreement and
reference is made to the Trust Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Delaware Trustee and the Administrator.

        Pursuant to the terms of the Trust Agreement, a distribution on all
Certificates issued by the Trust will be made as provided in the Trust Agreement
to the Person in whose name such Certificates are then registered. Such
distribution will be made pro rata to the holders based on their respective
Percentage Interests.

        Distributions on this Certificate shall be made by wire transfer to the
Certificateholder entitled thereto as its name appears on the Register. The
final distribution on the Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust specified in the notice to Certificateholders of such final distribution.

        As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
office maintained by the Trust accompanied by a written instrument of transfer
in form satisfactory to the Trust duly executed by the Certificateholder hereof
or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates in authorized denominations and evidencing the same
aggregate ownership in the Certificates are issuable only as registered
Certificates without coupons in denominations specified in the Trust Agreement.
As provided in the Trust Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Certificateholder surrendering the same.

        The Trust shall keep or cause to be kept, at the office or agency
maintained pursuant to the Trust Agreement, a Register in which, subject to such
reasonable regulations as it may prescribe, the Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided.

        Prior to due presentation of a Certificate for registration of transfer,
the Trust, the Delaware Trustee, the Administrator and the Registrar may treat
the Person in whose name any Certificate is registered in the Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
the Trust Agreement and for all other purposes whatsoever, and none of the
Trust, Delaware Trustee, the Administrator and the Registrar shall be bound by
any notice to the contrary.

        THE TRUST AGREEMENT CONSTITUTES THE CONTRACT GOVERNING THE RIGHTS AND
OBLIGATIONS OF THE CERTIFICATEHOLDERS. THIS CERTIFICATE IS ONLY EVIDENCE OF SUCH
CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECT TO THE TERMS OF THE TRUST
AGREEMENT, WHICH SUPERCEDES ANY INCONSISTENT STATEMENTS IN THIS CERTIFICATE.

                                      C-3
<PAGE>


        IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly
executed.

        Dated: ________, _____

                                   Nelnet Student Loan Trust 2005-3

                                   By:  Wells Fargo Delaware Trust Company, not
                                   in its individual capacity but solely in its
                                   capacity as Delaware Trustee of the Nelnet
                                   Student Loan Trust 2005-3:



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


This is one of the Certificates referenced in the within-mentioned Trust
Agreement:


By _____________________________
Authorized Signatory of Wells Fargo
Delaware Trust Company, not in
its individual capacity but solely
in its capacity as Delaware Trustee
of the Nelnet Student Loan Trust 2005-3


                                      C-4
<PAGE>


                                   ASSIGNMENT


        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________

________________________________________________________________________________

(Please print or typewrite name and address including postal
zip code of assignee)

        the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Register of the Trust.

        I (We) further direct the Delaware Trustee to issue a new Certificate of
a like denomination, to the above named assignee and deliver such Certificate to
the following address:

        Dated: __________

                                           _____________________________________
                                           Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
________________________________________________________________________________

________________________________________________________________________________

for the account of______________________________________________________________

account number __________.  Applicable statements should be mailed to___________

________________________________________________________________________________


This  information  is  provided  by   ____________________,   the  assignee
named  above,  or ____________________, as its agent.



                                      C-5
<PAGE>

                                    EXHIBIT D

                            FORM OF TRANSFEROR LETTER


                                     [DATE]

[Name and Address of Addressees]


        Re:     Nelnet Student Loan Trust 2005-3 formed pursuant to the Trust
                Agreement, dated as of July 1, 2005, between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wells Fargo Delaware Trust Company, as Delaware Trustee (the
                "Trust Agreement")

                Transferor Certificates Number[s]:  ___
                Transferee Certificates Number[s]:  ___

Ladies and Gentlemen:

        In connection with our disposition of Certificates issued by the
above-referenced Trust, we certify that (a) we understand that such Certificates
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and are being disposed by us in a transaction that is exempt
from the registration requirements of the Securities Act, (b) the disposition of
the Certificates is subject to restrictions and requirements set forth in the
Trust Agreement, and (c) we have not transferred, pledged, offered, sold or
otherwise disposed of any Certificate or any interest in any Certificate to, or
solicited offers to buy or accept a transfer, pledge or other disposition of any
Certificate or any interest in any Certificate from, any person, or otherwise
approved or negotiated with any person with respect thereto, in a manner that
would be deemed, or taken any other action which would result in, a violation of
Section 5 of the Securities Act.

                                         Very truly yours,

                                         [NAME OF TRANSFEROR]



                                         By
                                            ------------------------------------
                                             Authorized Officer


<PAGE>


                                    EXHIBIT E

                            FORM OF INVESTMENT LETTER


                                     [DATE]

[Name and Address of Addressees]


        Re:     Nelnet Student Loan Trust 2005-3 formed pursuant to the Trust
                Agreement, dated as of July 1, 2005, between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wells Fargo Delaware Trust Company, as Delaware Trustee (the
                "Trust Agreement")

                Transferor Certificates Number[s]:  ___
                Transferee Certificates Number[s]:  ___

Ladies and Gentlemen:

        In connection with our acquisition of Certificates issued by the
above-referenced Trust, we certify that (a) we understand that the Certificates
are not being, and have not been, registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws and are being,
and are required to be, transferred to us in a transaction that is exempt from
the registration requirements of the Securities Act and any such laws, (b) we
are an "accredited investor," as defined in Regulation D under the Securities
Act, and have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of investments in the
Certificates and based upon our present and projected net income and net worth,
we believe that we can bear the economic risk of an immediate or future loss of
our entire investment in the Certificates, (c) we have had the opportunity to
ask questions of and have receive answers from the Trust, the Delaware Trustee,
the Administrator and the transferring Certificateholder concerning the Trust
and the purchase of the Certificates and all matters relating thereto or any
additional information deemed necessary to our decision to purchase the
Certificates, (d) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (h) below), (e) we have not transferred,
pledged, offered, sold or otherwise disposed of any Certificate or any interest
in any Certificate to, or solicited offers to buy or accept a transfer, pledge
or other disposition of any Certificate or any interest in any Certificate from,
any person, or otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other action which would
result in, a violation of Section 5 of the Securities Act, nor have we



<PAGE>

authorized or will authorize any person to act in such manner with respect to
any Certificate or any interest in any Certificate, (f) we are not prohibited
from purchasing the Certificates pursuant to the Trust Agreement, (g) we have
reviewed and are familiar with the form of the Certificates, including, without
limitation, the legends thereon, and (h) we will not sell, transfer or otherwise
dispose of any Certificates unless (i) such sale, transfer or other disposition
is made pursuant to an effective registration statement under the Securities Act
or is exempt from such registration requirements, (ii) we have provided at our
expense such opinions of counsel (A) requested by the Delaware Trustee as are
satisfactory to the Delaware Trustee or (B) as are required by the Trust
Agreement, (ii) the purchaser or transferee of such Certificate has executed and
delivered to you a Letter to substantially the same effect as this Letter, and
(iii) the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Trust Agreement.

        Capitalized terms used in this Letter, and not defined herein shall have
the meanings set forth in the Trust Agreement.

                                      Very truly yours,

                                      [NAME OF TRANSFEREE]



                                      By
                                         --------------------------------------
                                          Authorized Officer

                                      E-2
<PAGE>


                                    EXHIBIT F

                            FORM OF RULE 144A LETTER


                                     [DATE]

[Name and Address of Addressees]


        Re:     Nelnet Student Loan Trust 2005-3 formed pursuant to the Trust
                Agreement, dated as of July 1, 2005, between Nelnet Student Loan
                Funding, LLC, as Initial Certificateholder and Sponsor, and
                Wells Fargo Delaware Trust Company, as Delaware Trustee (the
                "Trust Agreement")

                Transferor Certificates Number[s]:  ___
                Transferee Certificates Number[s]:  ___

Ladies and Gentlemen:

        In connection with our disposition of Certificates issued by the above
referenced Trust, we certify that (a) we understand that the Certificates are
not being registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and are being transferred to us
in a transaction that is exempt from the registration requirements of the
Securities Act and any such laws, (b) we have had the opportunity to ask
questions of and receive answers from the Delaware Trustee, the Administrator
and the transferring Certificateholder concerning the purchase of the
Certificates and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificates, (c) we are not
prohibited from acquiring the Certificates pursuant to the Trust Agreement, (d)
we have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates or any interest in the
Certificates to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Certificates or any interest in the Certificates from,
or otherwise approached or negotiated with respect to the Certificates, any
interest in the Certificates or any other similar security with, any person in
any manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (e) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or



<PAGE>

transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to a
registration, or another exemption from registration, under the Securities Act
and in compliance with the requirements and restrictions set forth in the Trust
Agreement.

                                         Very truly yours,

                                         [NAME OF TRANSFEREE]



                                         By
                                            ------------------------------------
                                             Authorized Officer

                                      F-2
<PAGE>


                              ANNEX 1 TO EXHIBIT F

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                 [For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Letter to which this certification relates
with respect to the Certificates described therein:

               i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

               ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $__________/1 in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.

                      Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar statutory trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

                      Bank. The Buyer (a) is a national bank or banking
               institution organized under the laws of any State, territory or
               the District of Columbia, the business of which is substantially
               confined to banking and is supervised by the State or territorial
               banking commission or similar official or is a foreign bank or
               equivalent institution, and (b) has an audited net worth of at
               least $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto.

                      Savings and Loan. The Buyer (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal authority having supervision
               over any such institutions or is a foreign savings and loan
               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto.

                      Broker-dealer. The Buyer is a dealer registered pursuant
               to Section 15 of the Securities Exchange Act of 1934.

 ---------------
/1 Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

                      Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a State,
               territory or the District of Columbia.

                      State or Local Plan. The Buyer is a plan established and
               maintained by a State, its political subdivisions, or any agency
               or instrumentality of the State or its political subdivisions,
               for the benefit of its employees.

                      ERISA Plan. The Buyer is an employee benefit plan within
               the meaning of Title I of the Employee Retirement Income Security
               Act of 1974.

                      Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

                      Small Business Investment Company. Buyer is a small
                business investment company licensed by the U. S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

                      Business Development Company. Buyer is a business
                development company as defined in Section 202(a)(22) of the
                Investment Advisors Act of 1940.

               iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U. S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

               iv. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) above in the preceding
sentence applies, the securities may be valued at market. Further, in
determining such aggregate amount, the Buyer may have included securities owned
by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under the Buyer's direction. However, such securities were not included
if the Buyer is a majority-owned, consolidated subsidiary of another enterprise
and the Buyer is not itself a reporting company under the Securities Exchange
Act of 1934, as amended.

                                      F-1-2
<PAGE>

               v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

               vi. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                       Print Name of Buyer


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


                                           Date:



                                      F-1-3
<PAGE>


                              ANNEX 2 TO EXHIBIT F

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Letter to which this certification relates
with respect to the Certificates described therein:

        1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the adviser to
such Family of Investment Companies.

        2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (I) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (II) no current information with respect to the
cost of those securities has been published. If clause (II) in the preceding
sentence applies, the securities may be valued at market.

               The Buyer owned $_______ in securities (other than the excluded
        securities referred to below) as of the end of the Buyer's most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

               The Buyer is part of a Family of Investment Companies which owned
        in the aggregate $_______ in securities (other than the excluded
        securities referred to below) as of the end of the Buyer's most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

        3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

        4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.


<PAGE>

        5. The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Letter to which this certification relates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer will be in reliance on Rule 144A. In addition, the
Buyer will only purchase for the Buyer's own account.

        6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Letter which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                     -------------------------------------------
                                     Print Name of Buyer or Adviser


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


                                     IF AN ADVISER:
                                     -------------------------------------------
                                     Print Name of Buyer


Date:
      ------------------------------



                                     F-2-2