12.18. USA PATRIOT Act Notice
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APPENDIX A DEFINITIONS
APPENDIX B CONDITIONS PRECEDENT
APPENDIX C REPRESENTATIONS AND WARRANTIES
APPENDIX D COVENANTS OF THE FUNDING NOTE ISSUER
APPENDIX E EVENTS OF DEFAULT
APPENDIX F SPV ADMINISTRATOR PROVISIONS
APPENDIX G FAIR MARKET AUCTION PROCEDURE
EXHIBIT A FORM OF FUNDING REQUEST
EXHIBIT B FORM OF MONTHLY CONDUIT ADMINISTRATOR'S REPORT
EXHIBIT C FORM OF NOTICE OF RELEASE
EXHIBIT D FORM OF FUNDING NOTE
EXHIBIT E FORM OF LIQUIDITY PREPAYMENT NOTICE
EXHIBIT F NOTICE ADDRESSES
EXHIBIT G FORM OF UCC-1 FINANCING STATEMENTS
EXHIBIT H FORM OF OFFICER'S CERTIFICATE REGARDING ORGANIZATION
EXHIBIT I MATTERS TO BE ADDRESSED BY CLOSING DATE OPINIONS OF COUNSEL
EXHIBIT J FORM OF CERTIFICATE OF CONDUIT ADMINISTRATOR REGARDING TRUST ACCOUNTS
EXHIBIT K FORM OF POWER OF ATTORNEY
EXHIBIT L FORM OF NOTICE OF INTENT TO PARTICIPATE
EXHIBIT M FORM OF SERVICING AGREEMENT
EXHIBIT N FORM OF TRUST RECEIPT
EXHIBIT O FORM OF ANNUAL STATEMENT OF COMPLIANCE
EXHIBIT P FORM OF NOTICE OF DISPOSITION
EXHIBIT Q FORM OF ADVANCE CONFIRMATION
EXHIBIT R FORM OF SECURITY RELEASE CERTIFICATION
EXHIBIT S FORM OF LOAN DESIGNATION NOTICE
EXHIBIT T FORM OF REVOCATION NOTICE
EXHIBIT U FORM OF EXPECTED FUNDING NOTICE
EXHIBIT V FORM OF LOAN DATA SCHEDULE
EXHIBIT W FORM OF NOTICE OF REQUIRED PAYMENT ADVANCE
EXHIBIT X FORM OF RESERVE AND PORTFOLIO CRITERIA SUPPLEMENT
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FUNDING NOTE PURCHASE AGREEMENT
THIS FUNDING NOTE PURCHASE AGREEMENT is made as of May 13, 2009, among
STRAIGHT-A FUNDING, LLC, a limited liability company organized under the laws of
the State of Delaware, as Conduit Lender, NELNET SUPERCONDUIT FUNDING, LLC, a
Delaware limited liability company, as Funding Note Issuer, ZIONS FIRST NATIONAL
BANK, a national banking association, as the Eligible Lender Trustee hereunder,
THE BANK OF NEW YORK MELLON, a New York banking corporation, as Conduit
Administrator for the Conduit Lender, as Securities Intermediary and as Conduit
Lender Eligible Lender Trustee, NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada
corporation, as the SPV Administrator for the Funding Note Issuer, NELNET, INC.,
a Nebraska corporation, as Sponsor, BMO CAPITAL MARKETS CORP., a company
organized under the laws of the State of Delaware, as Manager for the Conduit
Lender, and NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada corporation, as
Master Servicer. Certain capitalized terms used throughout this Agreement are
defined in Appendix A. Certain rules of interpretation applicable to this
Agreement are set forth in Appendix A.
PRELIMINARY STATEMENTS
WHEREAS, the Funding Note Issuer desires to fund certain Eligible Loans (or the
acquisition thereof) in part through the issuance of a Funding Note and the sale
of such Funding Note to the Conduit Lender, on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
THE FACILITY
Section 1.01. Making of Advances; Issuance of Funding Note. On the terms and
conditions hereinafter set forth, the Conduit Lender, in its sole discretion,
may make Advances to the Funding Note Issuer from