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                        [NELNET STUDENT LOAN TRUST - ___]



                                 TRUST AGREEMENT



                                 BY AND BETWEEN



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



                                       AND



                           [_________________________]
                               AS DELAWARE TRUSTEE



                           DATED AS OF _________, 200__


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                                    Article I

                                   DEFINITIONS

Section 1.01.         Definitions.............................................2
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....................................................6
Section 2.03.         Office and Situs of Trust...............................6
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.         Agreements Not to Institute Bankruptcy Proceedings;
                      Covenants...............................................9
Section 2.10.         Appointment of Delaware Trustee.........................11
Section 2.11.         Federal Income Tax Allocations..........................11
Section 2.12.         Limitations on Certificateholders.......................11
Section 2.13.         Administration..........................................12
Section 2.14.         Additional Contributions................................12
Section 2.15.         Principal Place of Business.............................12
Section 2.16.         Liability of the Certificateholders and the
                      Delaware Trustee........................................12

                                   Article III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.         Initial Beneficial Ownership............................12
Section 3.02.         The Certificates........................................12
Section 3.03.         Authentication of Certificates..........................13
Section 3.04.         Registration of Transfer and Exchange of Certificates...13
Section 3.05.         Mutilated, Destroyed, Lost or Stolen Certificates.......15
Section 3.06.         Persons Deemed Owners...................................16
Section 3.07.         Access to List of Certificateholders' Names and
                      Addresses...............................................16
Section 3.08.         Maintenance of Office or Agency.........................16
Section 3.09.         Terms of Certificates Binding...........................16


<PAGE>

                                   Article IV

                           DISTRIBUTIONS AND PAYMENTS

Section 4.01.         Distribution of Payments................................17
Section 4.02.         Payments From Trust Estate Only.........................18
Section 4.03.         Method of Payment.......................................18
Section 4.04.         Trust Payment Date Statement............................18

                                    Article V

                           DUTIES OF DELAWARE TRUSTEE

Section 5.01.         Notice of Default.......................................19
Section 5.02.         Action Upon Instruction.................................19
Section 5.03.         Indemnification.........................................20
Section 5.04.         No Duties Except as Specified in Transaction Documents..21
Section 5.05.         No Action Except Under Specified Documents or
                      Instructions............................................21
Section 5.06.         Action by Sponsor with Respect to Bankruptcy............21
Section 5.07.         Discharge of Liens......................................21

                                   Article VI

                                DELAWARE TRUSTEE

Section 6.01.         Acceptance of Trusts and Duties.........................21
Section 6.02.         Furnishing of Documents.................................24
Section 6.03.         No Representations or Warranties as to Trust Estate.....24
Section 6.04.         No Segregation of Moneys; No Interest...................24
Section 6.05.         Reliance; Advice of Counsel.............................24
Section 6.06.         Not Acting in Individual Capacity.......................25
Section 6.07.         Books and Records.......................................25
Section 6.08.         Tax Returns.............................................25

                                   Article VII

            ASSUMPTION OF LIABILITY AND PAYMENT FOR DELAWARE TRUSTEE

Section 7.01.         Compensation and Expenses...............................26
Section 7.02.         Certificateholders To Assume Liability..................26


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                                  Article VIII


                            TERMINATION OF INDENTURE

Section 8.01.         Termination in General..................................27
Section 8.02.         Termination at Option of Certificateholders.............27
Section 8.03.         Termination.............................................27

                                   Article IX

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

Section 9.01.         Resignation and Successors..............................28
Section 9.02.         Co-Delaware Trustees and Separate Delaware Trustees.....29
Section 9.03.         Changes in Identity of a Delaware Trustee...............29

                                    Article X

                                  MISCELLANEOUS

Section 10.01.        Amendment...............................................29
Section 10.02.        No Title to Trust Estate, Etc...........................30
Section 10.03.        Sale of the Trust Estate by Delaware Trustee is Binding.31
Section 10.04.        Limitations on Rights of Others.........................31
Section 10.05.        Notices, Etc............................................31
Section 10.06.        Severability............................................32
Section 10.07.        Separate Counterparts...................................32
Section 10.08.        Successors and Assigns..................................32
Section 10.09.        Governing Law...........................................32
Section 10.10.        No Liability of Certificateholders......................32
Section 10.11.        Actions by the Certificateholders.......................32


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

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                                 TRUST AGREEMENT


         This TRUST AGREEMENT, dated as of _______ ___, 200__ (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
[______________________] (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 business trust to be known as ["Nelnet Student Loan
Trust-__."]

                              W I T N E S S E T H:

         WHEREAS, the Trust Company and the Sponsor 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 [________] by and between the Trust and the Administrator.

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

         "ADMINISTRATOR" means NELnet, 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 or any Assistant Vice President
thereof.

         "BUSINESS DAY" means any day other than (a) a Saturday or a Sunday or
(b) a day on which banking or savings and loan institutions in the principal
business location of the Delaware Trustee or the Administrator are authorized or
obligated by law or executive order to be closed.

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

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

         "DELAWARE TRUSTEE" means [Wilmington Trust Company], not in its
individual capacity but solely in its capacity as trustee of the Trust under the
Trust Agreement, and its successors in interest.

         "INDENTURE" means the Indenture of Trust dated as of _______ 1, 200__
by and between [Nelnet Student Loan Trust- __] and [____________], as 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); (iv) is not a trustee, conservator or receiver for the
Trust or any of its affiliates (other than in its capacity as Delaware Trustee
for the Trust); and (v) in the ordinary course of its business, acts as a
business trustee for other special purpose business 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.

         "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.

         "OPINION OF COUNSEL" 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).

         "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, business trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

         "PTCE 95-60" shall have the meaning set forth in Section 3.04(c)
hereof.

         "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.

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

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

         "REQUIRED CERTIFICATEHOLDERS" means the approval of or direction by the
Certificateholders holding a majority of the Percentage Interests.

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

         "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" Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, and its successors and assigns.

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

         "TRUST" means the [Nelnet Student Loan Trust-__] established pursuant
to the Trust Agreement.

         "TRUST AGREEMENT" means this Trust Agreement dated as of ________ by
and between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and
Sponsor, and [_____________________], as Delaware Trustee.

         "TRUST COMPANY" means [___________________], 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.

         "TRUST PAYMENT DATE STATEMENT" has the meaning set forth in Section
4.04 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.

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                  (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.

                                   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 Delaware business trust pursuant to the Trust Statute
to be known as ["Nelnet Student Loan Trust - __."] 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 Loan Purchase
Agreements 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
business 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, 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 Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one


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Certificateholders, 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 - __], 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. All Trust Company accounts on behalf of
the Trust shall be located in the State of Delaware. The Trust shall not have
any employees in any state other than 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 Delaware.

         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, the Trust has been created for
         the purpose of purchasing and owning student loans, issuing Notices
         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 Indenture, the
                  Administration Agreement and one or more loan purchase
                  agreements, note purchase agreements, servicing agreements,
                  sub-servicing agreements, eligible lender trust agreements,
                  guaranty agreements, custodial agreements, Investment
                  Agreements, Derivative Products [__________], 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;

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<PAGE>

                           (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;

                           (iv) to deposit and apply the proceeds of the sale of
                  the Notes pursuant to any agreement supplemental to the
                  Indenture executed pursuant to the Indenture;

                           (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;

                           (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 to the
                  extent not paid by a Certificateholders or pursuant to the
                  Transaction Documents, 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 respective form attached hereto;

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<PAGE>

                           (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 Section
         2.05(a) hereof. The Delaware Trustee may establish such trust accounts
         on its records (or through 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 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 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.

                  (a) 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 (i) 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 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 the Indenture and the
         Trust Estate shall have a beneficial interest therein.

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<PAGE>

                  (b) The Certificateholders shall not have legal title to any
         part of the Trust Estate. No transfer by operation of law or otherwise
         of any interest of a Certificateholder shall operate to terminate this
         Trust Agreement or the trust hereunder or entitle any transferee to an
         accounting or to the transfer to it of any part of the Trust Estate.

         SECTION 2.09. AGREEMENTS NOT TO INSTITUTE BANKRUPTCY PROCEEDINGS;
COVENANTS.

                  (a) Notwithstanding any other provision to the contrary of
         this Trust Agreement or any other agreement, document or instrument
         executed by the Trust and notwithstanding any prior termination of this
         Trust Agreement, the Sponsor shall not institute any proceedings to
         adjudicate the Trust a bankrupt or insolvent, consent to the
         institution of bankruptcy or insolvency proceedings against the Trust,
         file a petition seeking or consenting to reorganization or relief under
         any applicable federal or state law relating to bankruptcy, consent to
         the appointment of a receiver, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Trust or a substantial
         part of its property or admit its inability to pay its debts generally
         as they become due or authorize any of the foregoing to be done or
         taken on behalf of the Trust.

                  (b) So long as the Indenture is in effect, and except as
         otherwise provided in the Indenture and the Transaction Documents:

                           (i) The Trust shall not engage in any business or
                  activity other than in connection with or relating to the
                  purchase or acquisition and ownership of the Trust Estate, the
                  grant of such Trust Estate to the Trustee and the activities
                  specified in Section 2.05.

                           (ii) The Trust shall not consolidate or merge with or
                  into any other entity or convey or transfer its properties and
                  assets substantially as an entirety to any entity, or pledge
                  its assets to any other entity except as provided in the
                  Transaction Documents.

                           (iii) The Trust shall not dissolve or liquidate, in
                  whole or in part.

                           (iv) The Trust shall not be, become or hold itself
                  out as being liable for the debts of any other party, or hold
                  out its credit as being available to satisfy the obligation of
                  others, and the Trust and the Sponsor will not act as agents
                  for each other.

                           (v) The Trust shall not form, or cause to be formed,
                  any subsidiaries.

                           (vi) The Trust shall act solely in its Trust name and
                  through its duly Authorized Officers or agents in the conduct
                  of its business, shall prepare all Trust correspondence in the
                  Trust name, shall hold itself out as a separate entity, shall
                  conduct its business so as not to mislead others as to the
                  identity of the entity with which they are concerned and shall
                  correct any known misunderstanding regarding its separate
                  identity.

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<PAGE>

                           (vii) The Trust shall maintain business trust
                  records, accounts and books of account and shall not commingle
                  its business trust records, accounts and books of account with
                  the organizational or other records, accounts and books of
                  account of any other corporation or entity and such records,
                  accounts and books of account shall reflect the separate
                  existence of the Trust. The books of the Trust may be kept
                  (subject to any provision contained in any applicable
                  statutes) inside or outside the State of Delaware at such
                  place or places as may be designated from time to time by the
                  Trust.

                           (viii) The Trust shall take such actions as may be
                  necessary to authorize all of its actions as may be required
                  by law.

                           (ix) This Section 2.09 shall not be amended, altered,
                  changed or repealed, except as may be permitted pursuant to
                  the Transaction Documents.

                           (x) The Trust shall not amend this Trust Agreement,
                  except as may be permitted pursuant to the Transaction
                  Documents.

                           (xi) The Trust shall (1) conduct its business in an
                  office separate from that of the Certificateholders, (2)
                  maintain stationery, invoices and checks separate from that of
                  the Certificateholders, (3) pay all of its own expenses and
                  liabilities from its own funds to the extent available, (4)
                  observe all statutory formalities, (5) pay the salaries of its
                  own employees and maintain a sufficient number of employees in
                  light of its contemplated business operations, (6) maintain an
                  arm's length relationship with its affiliates and (7) maintain
                  separate financial statements. The Trust shall not (A) pledge
                  (except pursuant to the Transaction Documents), lend or
                  advance any moneys to, or make an investment in, any Person
                  (B) make any capital expenditures, (C)(1) commence any case,
                  proceeding or other action under any existing or future
                  bankruptcy, insolvency or similar law seeking to have an order
                  for relief entered with respect to it, or seeking
                  reorganization, arrangement, adjustment, wind-up, liquidation,
                  dissolution, composition or other relief with respect to it or
                  its debts, (2) seek appointment of a receiver, trustee,
                  custodian or other similar official for it or any part of its
                  assets, (3) make a general assignment for the benefit of
                  creditors, or (4) take any action in furtherance of, or
                  consenting or acquiescing in, any of the foregoing, or (D)
                  guarantee (directly or indirectly), endorse or otherwise
                  become contingently liable (directly or indirectly) for the
                  obligations 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.

                           (xii) The Trust (A) has maintained and shall maintain
                  its valid existence, rights and franchises in good standing as
                  a business trust under the laws of the State of Delaware and
                  will 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; (B) has observed and shall observe all
                  procedures required by this Trust Agreement and the laws of
                  the State of Delaware; and (C) has otherwise complied and
                  shall otherwise comply with the provisions of this Trust
                  Agreement and the Trust Statute.

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<PAGE>

                           (xiii) Financial and operational services, including,
                  without limitation, maintenance of the books and records of
                  the Trust shall be performed on behalf of the Trust by
                  independent contractors. The entity performing such services
                  or incurring expenses in connection with such services shall
                  receive compensation for such services rendered or expenses
                  incurred in an amount equal to the fair value of such services
                  and expenses. To the extent that the Trust leases premises
                  from a Certificateholder or affiliates of a Certificateholder,
                  the Trust shall pay appropriate compensation or rental. The
                  Trust shall be directly responsible for the costs of its own
                  outside legal, auditing and other similar services and shall
                  provide for its own operating expenses and liabilities from
                  its own funds. The cash flow expected to be received by the
                  Trust under the Indenture is expected to be sufficient to meet
                  the fees and costs of the Delaware Trustee and the
                  Administrator for the Trust and the reasonably anticipated
                  expenses and liabilities of the Trust.

                           (xiv) The annual financial statements of the Trust
                  shall disclose the effects of these transactions in accordance
                  with generally accepted accounting principles. The
                  consolidated financial statements which consolidate the assets
                  and earnings of any Certificateholder with those of the Trust
                  shall contain a footnote stating that the assets of any of the
                  foregoing shall not be available to creditors of a
                  Certificateholder. The financial statements (if any) of the
                  Trust shall disclose that the assets of the Trust are not
                  available to pay creditors of any Certificateholder or any
                  other affiliate (other than the obligations of the
                  Certificateholder to pay the expenses of and to indemnify the
                  Delaware Trustee).

                           (xv) The Trust will not guarantee any indebtedness of
                  or make loans to a Certificateholder.

                  (c) Except for the Delaware Trustee's standard practice
         regarding maintenance of funds and assets, the funds and other assets
         of the Trust will not be commingled with those of any other Person.

         SECTION 2.10. APPOINTMENT OF DELAWARE TRUSTEE. The Certificateholders
hereby appoints 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.

         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 percentages of the ownership interests in the Trust.

         SECTION 2.12. LIMITATIONS ON CERTIFICATEHOLDERS. Each Certificateholder
by accepting an interest in the Trust agrees that it will not enter into any
agreements, written or otherwise, between the Certificateholder and the Trust or
any other party (other than the obligations of the Certificateholder under
Sections 5.03, 6.08 and Article VII hereof) pursuant to which the
Certificateholder agrees to extend credit or make payment or contributions to or
for or assume, guaranty or otherwise be obligated for the payment or performance
of the Trust. This provision shall not prohibit any Certificateholder from
making any capital contributions to the Trust that such Certificateholder
determines to be in the Certificateholder's best interest.

                                       11
<PAGE>

         SECTION 2.13. 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 Administrator Fee
for services provided pursuant to the provisions hereof, which compensation is
hereby acknowledged as reasonable compensation by the Administrator and the
Certificateholders. The Administrator Fee shall be payable monthly as provided
herein and in the Indenture.

         SECTION 2.14. 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 2.15. PRINCIPAL PLACE OF BUSINESS. The Trust shall maintain its
principal place of business and chief executive office in the State of Delaware.

SECTION 2.16. 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 and until the
issuance of Certificates, the Sponsor shall be the sole beneficial owner of the
Trust.

                                       12
<PAGE>

         SECTION 3.02. THE CERTIFICATES.

                  (a) The Certificates are issuable in fully registered form.
         Each Certificate shall be substantially in the form set forth in
         Exhibit C to this Trust Agreement. 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.

         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,
executed by the Trust by manual signature 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, 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)
         and Exhibit E (the Investment Letter) or Exhibit F (the "Rule 144A
         Letter"), as applicable. Except in the case of a transfer as to which


                                       13
<PAGE>

         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. 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 (A) is not an employee benefit plan
         subject to Section 406 of ERISA or Section 4975 of the Code, or a
         person acting on behalf of any such plan, or (B) is an insurance
         company which is purchasing such Certificates with funds contained in
         an "insurance company general account" (as such term is defined in
         Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
         95-60")) and that the purchase and holding of such Certificates are
         covered under PTCE 95-60, 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 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 an 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 3.04 may be relied on conclusively by the
         Trust, Delaware Trustee, the Administrator and the transferring
         Certificateholder in determining whether the provisions hereof have
         been complied with.

                  (d) In addition, no transfer, sale, pledge or other
         disposition of the Certificate (except by operation of law) shall be
         permitted unless evidenced by [one or more] [an] Opinion[S] of Counsel
         to the effect that [(i)] such transfer, sale, pledge or other
         disposition, if consummated, would not cause the Trust to be
         characterized as an association or a publicly traded partnership
         taxable as a corporation by having more than 100 beneficial owners at
         any time during the taxable year of the Trust, a corporation or a
         taxable mortgage pool for federal income tax purposes [and (ii) the
         assets of the proposed transferee would not be consolidated with the
         Trust Estate in the event of such transferee's bankruptcy or
         insolvency].

                                       14
<PAGE>

                  (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.

                  (f) The preparation and delivery of the certificate and
         opinions referred to in this Section 3.04 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, 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.

                  (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 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; (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.

         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


                                       15
<PAGE>

contemporaneously outstanding. Upon the issuance of any new Certificate under
this Section 3.05, the Trust 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 3.05 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, 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) 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.

         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.

                                       16
<PAGE>

                                   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 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 Section 4.01(b) hereof or Article VII.

                  (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 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 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.

                                       17
<PAGE>

         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), 2.12 and 2.14 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 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
4.02 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 Certficateholder 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 Certficateholder, as the Delaware Trustee may be instructed from time to
time in writing by the Certficateholder.

         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, Administrator, or
         Certficateholders pursuant to Section 4.01(b) a statement substantially
         in the form of Exhibit A attached 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), 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
         Certficateholder 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 [Nelnet Student Loan Trust-_] pursuant to the
         Indenture or, to the extent that the Trust Payment Date Statement
         contains or relies upon information provided by the reports provided by
         [Nelnet Student Loan Trust-_] 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
         [Nelnet Student Loan Trust-_] pursuant to the Indenture, and may rely
         upon each the reports provided by [Nelnet Student Loan Trust-_]
         pursuant to the Indenture delivered to it by or on behalf of the
         Trustee.

                                       18
<PAGE>

                                   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
Class, 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 Certifcateholders, 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. 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 Agreement or
         the Transaction Documents, as it shall deem to be in the best interests
         of the Certificateholders, and shall have not liability to any Person
         for such action or inaction.

                  (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 for taking any action
         under this Trust Agreement, the Transaction Documents or any other


                                       19
<PAGE>

         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.

         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 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.

                                       20
<PAGE>

         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 SPONSOR WITH RESPECT TO BANKRUPTCY. The
Delaware Trustee shall not follow any direction of the Certificateholders to
commence a voluntary proceeding in bankruptcy relating to the Trust. The vote of
the Delaware Trustee shall be required prior to the commencement by the Trust of
any voluntary proceeding in bankruptcy.

         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 Delaware
Trustee 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 and any amendment or
other agreement in such form as the Required Certificateholders shall approve,
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, the Delaware Trustee is further
authorized from time to time to take such action as the Required
Certificateholders instructs in writing with respect to the Transaction
Documents. The Delaware Trustee declares that it shall hold ownership of the
Trust Estate, and all amounts received by it thereunder and hereunder in trust,
upon the terms herein set forth, 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


                                       21
<PAGE>

Certificateholders (i) for the Trust Company's own willful misconduct, bad
faith, negligence or reckless disregard of the duties involved in the conduct of
its offices hereunder or the willful misconduct, bad faith, 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;

                  (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;

                                       22
<PAGE>

                  (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;

                  (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 Student Loans or to
         maintain, monitor or otherwise supervise the administration, servicing
         or collection of the Financed Student Loans; and

                  (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.

         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.

                                       23
<PAGE>

         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
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.

                                       24
<PAGE>

         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.

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 a Certificateholder at such
times as the 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 6.08, 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.

                                       25
<PAGE>

                                  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 between the Required Certificateholders 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
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. CERTIFICATEHOLDERS TO ASSUME LIABILITY. To the extent not
paid pursuant to Section 4.01(b), the Certificateholders, pro rata based on
their respective Percentage Interests, shall pay or cause to be paid (or
reimburse the Delaware Trustee for) 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. The Certificatholders, jointly and severally, agree to
assume liability for, and hereby indemnify and hold 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 Certificateholders
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
Certificateholders 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 Certificateholders under


                                       26
<PAGE>

this Section 7.02 is also subject to indemnification by another party to any of
the documents specifically referenced herein, 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 7.02 shall survive the resignation or
removal of the Delaware Trustee and shall survive the termination of the Trust
and this Trust Agreement. The liabilities and indemnities contained in this
Section 7.02 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.

                                  ARTICLE VIII

                            TERMINATION OF INDENTURE

         SECTION 8.01. TERMINATION IN GENERAL. After the termination of the
Indenture in accordance with its terms and the occurrence of the final
__________ Distribution Date thereunder, 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, 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 the occurrence of the final
__________ Distribution Date thereunder, the Certificateholders may not so
terminate this Trust Agreement or the Trust.

         SECTION 8.03. TERMINATION. Upon the winding up of the Trust and its
termination as provided hereinabove, the Delaware Trustee shall cause such
filings to be made in Delaware as may be required under the Trust Statute and,
at the written direction of the Certificateholders, any other filings required
under applicable law, to reflect such termination.

                                       27
<PAGE>

                                   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.
If a successor Delaware Trustee shall not have been appointed within 60 days
after the giving of such notice, the Delaware Trustee or the Required
Certificateholders 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 Trust
Company 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 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


                                       28
<PAGE>

Delaware business 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
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)(ix) hereof, this Trust
         Agreement may be amended by a written instrument signed by the Delaware
         Trustee and the 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


                                       29
<PAGE>

         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 such 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 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 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 10.01 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 10.01 shall be construed
         as a delegation by a the 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.

         SECTION 10.02. NO TITLE TO TRUST ESTATE, ETC. Notwithstanding anything
herein to the contrary, and pursuant to Section 3805 of the Trust Statute, a
Certificateholder shall have only an undivided beneficial interest in the Trust
Estate. Each Certificateholder's indirect interest in the Trust Estate shall be
limited and governed in all respects by the provisions of this Trust Agreement.
The Certificateholders shall not have title to or any other interest in any part
of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to its individual beneficial ownership interest
herein only in accordance with this Trust Agreement. No transfer, by operation
of law or otherwise, of any right, title or interest of a Certificateholder in
and to the Trust Estate or hereunder shall operate to terminate this Trust
Agreement, the Trust or the trusts hereunder or entitle any successor or
transferee to an accounting or to the transfer to it of legal title to 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


                                       30
<PAGE>

may be performed, under extraordinary circumstances, by one or more of the
Certificateholders and any such performance 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, 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 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, telex, 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:        [-------------------------]
                                            [-------------------------]
                                            [-------------------------]
                                            [-------------------------]
                                            [-------------------------]
                                            [-------------------------]
                                            Phone: [_________________________]
                                            FAX: [_________________________]

         if to the Sponsor:                 [-------------------------]
                                            [-------------------------]
                                            [-------------------------]
                                            Phone: [_________________________]
                                            FAX: [_________________________]

                  With a copy to:           [-------------------------]
                                            [-------------------------]
                                            Phone: [_________________________]
                                            FAX: [_________________________]

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

                                       31
<PAGE>

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. 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 10.09. 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 10.10. NO LIABILITY OF CERTIFICATEHOLDERS. Except as provided
in Sections 5.03, 6.07, 6.08 and Article VII, or in any other document,
agreement or instrument executed by the Certificateholders, neither the
Certificateholders nor the Administrator shall be liable for any losses, claims,
damages, liabilities and expenses of the Trust (including expenses, to the
extent not paid out of the Trust Estate).

         SECTION 10.11. 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]



                                       32
<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:
                      ---------------------------------------------------------
                 Name:
                      ---------------------------------------------------------
                 Title:
                         ------------------------------------------------------


                 [___________________],  not in its individual  capacity but
                 solely in its capacity as Delaware Trustee



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



                                       33
<PAGE>

                                    EXHIBIT A

                    CERTIFICATEHOLDERS' CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>

                                                  Aggregate Principal Amount of
                        Sponsor                      Underlying Certificates         Percentage Interest

<S>                                                      <C>                                 <C>
Nelnet Student Loan Funding, LLC                         $[____________]                     100%
(Aggregate principal amount of Trust Estate)
     TOTAL                                               $[____________]                     100%
</TABLE>

                                      A-1
<PAGE>


                                    EXHIBIT B

                      FORM OF TRUST PAYMENT DATE STATEMENT

                    For the Payment Date dated _____ __, ____

[Nelnet Student Loan Trust - _______________]

<TABLE>
<CAPTION>

<C>                                                                                              <C>
(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 Sponsor
      (Item (1) minus Item (2)):                                                                 $
                                                                                                  ------------

</TABLE>

                                      B-1
<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 [___________________].

         Certificate No. __________

         CUSIP No. __________

         Percentage Interest evidenced by this Certificate:%

         Initial Certificate Balance:  $_____________

                                   CERTIFICATE
                   Issued by [Nelnet Student Loan Trust - ___]


         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 [___________________].

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 - ___] (the "Trust"). The
Trust was created pursuant to a Trust Agreement dated as of __________ (the
"Trust Agreement") by and between Nelnet Student Loan Funding, LLC, as Initial
Certificateholder and Sponsor, and [_________________________], 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.

                                       C-1
<PAGE>

         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.

         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, Delaware Trustee, the Administrator and the
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 (A)
is not an employee benefit plan subject to Section 406 of ERISA or Section 4975
of the Code, or a person acting on behalf of any such plan, or (B) is an
insurance company which is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under PTCE 95-60, 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.

                                       C-2
<PAGE>

         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.

         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, 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.

                                       C-3
<PAGE>

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

         Dated: __________, _____

                     [Nelnet Student Loan Trust - ___ ]

                     By:  [______________________], not in its individual
                     capacity but solely in its capacity as Delaware Trustee of
                     the [Nelnet Student Loan Trust - ___]:



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



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

         By Authorized Signatory of [________________________], not in its
         individual capacity but solely in its capacity as Delaware Trustee of
         the [Nelnet Student Loan Trust - ___]



                                      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 - ___] formed pursuant to the Trust
         Agreement dated as of ________ by and between Nelnet Student Loan
         Funding, LLC, as Initial Certificateholder and Sponsor, and
         [___________________], 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
"Act"), and are being disposed by us in a transaction that is exempt from the
registration requirements of the 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 Act.

                              Very truly yours,


                              [NAME OF TRANSFEROR]



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




                                      D-1
<PAGE>


                                    EXHIBIT E

                            FORM OF INVESTMENT LETTER


                                     [DATE]


[Name and Address of Addressees]

         Re: [Nelnet Student Loan Trust - ___] formed pursuant to the Trust
         Agreement dated as of ________ by and between Nelnet Student Loan
         Funding, LLC, as Initial Certificateholder and Sponsor, and
         [_____________________], 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 "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 Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the 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 its 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 Act, nor have we 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


                                       E-1
<PAGE>

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 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 - ___] formed pursuant to the Trust
         Agreement dated as of ________ by and between Nelnet Student Loan
         Funding, LLC, as Initial Certificateholder and Sponsor, and
         [___________________], 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 "Act"), or any state securities laws and are being transferred to
us in a transaction that is exempt from the registration requirements of the 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 prohited 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


                                       F-1
<PAGE>

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 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 business 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.

                                       F-1-3
<PAGE>

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

                           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) 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-1-4
<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-1-5
<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.

                  2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC 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.

                                     F-2-1
<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:__________



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.

                                     F-2-2