Common use of Special Terms Clause in Contracts

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082007-2 1 NELNET STUDENT LOAN FUNDING, LLC By: Nelnet Student Loan Funding By: M&T Trust Company of Delaware, not Management Corporation, as Manager in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member as Delaware Trustee By: /s/ Xxxx Xxxxx Xxxxxxx X. Xxxxxxxxx ------------------------------ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- X. Xxxxx Vice President ------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April May 1, 2008 2007 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 20082007-2 1 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of ____May ___, 2008 2007 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082005-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Wells Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding Fxxxxxg in its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx ______________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ____________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President ______________________________ Jeffrey R. Noordhoek Xxxx Xxxxxxxxx EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated April 1, 2005 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2005-2 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082005-2 4 NELNET STUDENT LOAN FUNDING, LLC By: M&T Wells Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding Fundinx xxx in its individual capacity, but solely as Management Corporation, as Manager as Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Jeffrey R. Noordhoek ------------------------------------- ------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President Jeffrey R. Noordhoek ------------------------------------- Xxxx Xxxxxxxxx EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated November 1, 2005 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2005-4 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082002-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Wilmington Trust Company of DelawareCompany, not in its By: Nelnet Student Loan Funding its individual capacity, but solely as Delaware Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Stephen F. Butterfield ----------------------------------- ----------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT Stephen F. Butterfield ------------------------------ Xxxxxxxxx SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding Funding, LLC (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated September 1, 2002 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2002-2 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 4 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding in its individual capacity, but solely as Management Corporation, as Manager as Delaware Trustee Manager and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx Rita Marie Ritrovato By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Hannah Smitterberg ------------------------------------- -------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President Hannah Smitterberg Axxxxxxxx Xxxx Xxxxident EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April May 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 4 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 __ by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082005-2 3 NELNET STUDENT LOAN FUNDING, LLC By: M&T Xxxxx Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding in its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx ______________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ____________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant ______________________________ Xxxxxxx X. Xxxxxxxxx Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated July 1, 2005 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2005-3 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 CORPORATION-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, Corporation as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ Stephen F. Butterfield ---------------------------------- --------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice Stephen F. Butterfield ------------------------------- President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated ____________________, ________ (the "Agreement"), by and between the Seller and Nelnet Student Loan Funding, LLC (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008Nelnet Student Loan Trust 2004-2 NELNET STUDENT LOAN FUNDING4 Nelnet Student Loan Funding, LLC By: M&T Wilmington Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding not in its individual capacity, Management Corporation, but solely as Management Corporation, Delaware Trustee as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx ______________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ____________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant ______________________________ Xxxxxxx X. Xxxxxxxxx Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated September 1, 2004 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2004-4 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008Nelnet Student Loan Trust 2003-2 NELNET STUDENT LOAN FUNDINGNelnet Student Loan Funding, LLC By: M&T Wilmington Trust Company of DelawareCompany, not in its By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ----------------------------------- -------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Xxxxxxx X. Xxxxxxxxx --------------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated July 1, 2003 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2003-2 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082005-2 1 NELNET STUDENT LOAN FUNDING, LLC By: M&T Wilmington Trust Company of DelawareCompany, not in its By: Nelnet Student Loan Funding its individual capacity, but solely as Delaware Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx Xxxxxx X. MacKeican By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Xxxxxxx X. Xxxxxxxxx -------------------------- -------------------------- Title: Assistant Sr. Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Xxxxxxx X. Xxxxxxxxx ------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated February 1, 2005 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2005-1 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in ByNAME OF SELLER: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member Warehouse Corporation-1 By: /s/ Xxxx Xxxxx Xxxxxxxxx :________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- :_____________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President :_____________________ Title:__________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the DO NOT COMELETEY)(the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated _________________________________________,__________(the "Agreement"), by and between the Seller and Nelnet Student Loan Warehouse Corporation-1 (the "Corporation"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser Corporation or are simultaneously herewith delivered in accordance with the instructions of the PurchaserCorporation, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 1 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxxx X. Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April March 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 1 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______March 1, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008Nelnet Student Loan Trust 2009-2 NELNET STUDENT LOAN FUNDINGNelnet Student Loan Funding, LLC By: M&T Trust Company of Delaware, not in its By: Nelnet Student Loan Funding its Management individual capacity, but solely as Management Delaware Trustee Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- X. XxXxxxxx Xxxxx X. Xxxxxxx Xxxxxx X. XxXxxxxx Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S ’S CLOSING CERTIFICATE Nelnet Student Loan Funding Funding(the (the "Seller"”) does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April October 1, 2008 2009 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "(Agreement"”), by and between the Seller and Nelnet Student Loan Trust 20082009-2 (the "(Purchaser"”) acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 __ by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082006-2 1 NELNET STUDENT LOAN FUNDING, LLC By: M&T Xxxxx Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding not in its individual capacity, but solely as Management Corporation, as Manager solely as Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- -------------------------------------- ------------------------------ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Xxxxxxx X. Xxxxxxxxx Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated February 1, 2006 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2006-1 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082004-2 3 NELNET STUDENT LOAN FUNDING, LLC By: M&T Wilmington Trust Company of DelawareCompany, not in its By: Nelnet Student Loan Funding its individual capacity, but solely as Delaware Management Corporation, as Trustee Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- -------------------------------- ------------------------------ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President Jeffrey R. Noordhoek -------------------------------- Xxxx Xxxxxxxxx EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated July 1, 2004 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2004-3 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in ByNAME OF SELLER: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member Trust 2003-1 By: /s/ Xxxx Xxxxx Xxxxxxxxx ________________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ______________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President _______________________________ Title: ___________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated ____________________, ________ (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2003-1 (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 200 - NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding in its individual capacity, but solely as Management Corporation, as Manager and as Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx ______________________________ By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- ____________________________ Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President ______________________________ Title: ____________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (DO NOT COMPLETE) (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated , 200 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 200 - (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 3 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxxx X. Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ----------------------------------------- ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- ---------------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 115, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 3 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 __ by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 2008-2 CORPORATION-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not in By: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, Corporation as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx ByJeffrey R. Noordhoek Xx: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Title: Assistant Vice /x/ Xxxxxxx F. Butterfield --------------------------------- -------------------------------- Jeffrey R. Noordhoek Xxxphen F. Butterfield Vicx Xxxxxxxxx, Xxxxxxxxx, Treasurer President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet NELNET Student Loan Funding Corporation-2 (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Seller contained in a certain Loan Purchase Agreement dated September 1, 2002 (the "Agreement"), by and between the Seller and Nelnet Student Loan Funding, LLC (the "Purchaser"), are true and correct on and as of the Loan Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 2008-2 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______, 2008 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [ReservedProvide any special terms which you wish to take precedence over the General Terms and/or the Schedules] NELNET STUDENT LOAN TRUST 2008-Additional Appendices [Insert] Schedule 2 NELNET STUDENT LOAN FUNDINGHolding Company Acknowledgement and Agreement [Advertiser] [Street Address] [City, LLC ByState and Postcode] Attn: M&T Trust Company of Delaware, not in By[Advertiser CFO or CMO] [Date] To Whom it May Concern: Nelnet Student Loan Funding its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does Reference is hereby certify that the following documents, where applicable drawn to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), a certain Master Media Planning & Buying Services Agreement by and between the Seller [Agency] (“Agency”) and Nelnet Student Loan Trust 2008-2 [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 (the "Purchaser") acquired under the Loan Transfer Addendum (“Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement) dated . For good and valuable consideration, the receipt whereof is hereby acknowledged and as an inducement for Advertiser to enter into the Agreement with Agency, the undersigned, on behalf of _______[Holding Company] (“Holding Company”), 2008 acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating to payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and between transparency of Agency’s Services under the Seller Agreement, Advertiser requires the right to audit contracts, documents and information relating to the Agency, the Holding Company, and Holding Company Members;  Advertiser is entitled to and will receive all Rebates or Incentives allocated to Advertiser as provided in the Agreement;  Holding Company will and will ensure that it and the Purchaser, have heretofore been furnished Holding Company Members comply with Section 18 (Audit and Access to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(dRecords) of the Agreement should Advertiser request that they do so;  In all other respects where the Agreement imposes obligations or duties on the Holding Company or Holding Company Members, the Holding Company agrees and will cause the Holding Company Members to comply with such obligations and duties;  Holding Company will take all reasonable efforts to ensure that it and Holding Company Members do not engage in activities that constitute Conflicts of Interest. [Holding Company] By: Name: Title: Schedule 3 Annual Financial Compliance Certification [Date] [Full Name of Advertiser CFO] [Advertiser] [Address] [Address] [City, State, Postcode] Re: Annual Financial Compliance Certification Dear [Advertiser CFO Surname]: Reference is hereby made to a certain Master Media Planning & Buying Services Agreement dated [Date of Execution] between [Advertiser] (“Advertiser”) and [Agency] (“Agency”) and any amendments thereto that may have been entered into by Advertiser and Agency from time to time (collectively the “Agreement: Department of Education application or Guarantee Agency application, ”). Capitalised references in this letter are as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure defined and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation used in the Guaranteed Loan Program Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and Notification understand the Agreement and hereby certify that I have conducted an appropriate review of Loan Approval by all Services provided under the Guarantee Agency Agreement and to the best of my knowledge Agency, Holding Company, and Holding Company Members together with respect their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller sections of the Agreement relating to the history of such FFELP Loan Secretary of Education Agency Services and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statementTransparency, if anyRebates and Incentives, securing any interest in an FFELP Loan to be FinancedPrincipal or Inventory Xxxx-Up, Unbilled Media, Confidentiality, and an executed termination statement related thereto Evidence Conflicts of Loan disbursement Any other document required Interest. Nothing in this letter modifies or amends the respective rights and obligations of Advertiser and Agency under the Agreement. [Holding Company] By: [Full Name of Holding Company CFO] Chief Financial Officer Schedule 4 Holding Company and Holding Company Members [Insert Holding Company Corporate Tree] Schedule 5 Insurance Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to be submitted Advertiser, maintain the following insurance coverage with a claim to the Guarantee Agency.reputable Australian insurer:

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082006-2 3 NELNET STUDENT LOAN FUNDING, LLC By: M&T Xxxxx Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding not in its individual capacity, but solely as Management Corporation, as Manager as Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx X. XxXxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ Xxxxxxx X. Xxxxxxxxx ----------------------- ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Xxxxxxx X. Xxxxxxxxx ----------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Loan Purchase Agreement) dated April December 1, 2008 2006 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 20082006-2 3 (the "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement) dated as of _______December 5, 2008 2006 by and between the Seller and the Purchaser, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.

Special Terms. [Reserved] NELNET STUDENT LOAN TRUST 20082006-2 NELNET STUDENT LOAN FUNDING, LLC By: M&T Xxxxx Fargo Delaware Trust Company of DelawareCompany, not in By: Nelnet Student Loan Funding notin its individual capacity, but solely as Management Corporation, as Manager as Delaware Trustee and Special Member By: /s/ Xxxx Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx ------------------------------------------ Xxxxxxx X. Xxxxxxxxx ---------------------------------------- ---------------------------------- Title: Assistant Vice President Xxxxxx Xxxxxxxxxxx ---------------------------------- Assistant Xxxxxxx X. Xxxxxxxxx ---------------------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the following documents, where applicable to each FFELP Loan (as defined Seller contained in the a certain Loan Purchase Agreement) Agreement dated April May 1, 2008 including all exhibits and schedules attached thereto, and any applicable addenda, supplements or amendments thereto 2006 (the "Agreement"), by and between the Seller and Nelnet Student Loan Trust 20082006-2 (the "Purchaser") acquired under ), are true and correct on and as of the Loan Transfer Addendum Purchase Date, without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (as defined in the Agreement) dated as of _______, 2008 by and between acquired under the Seller and the PurchaserAgreement, have heretofore been furnished to the Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to subsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, as supplemented Interim note(s) for each Loan that is not an MPN Loan Payout note(s) for each Loan that is not an MPN Loan Disclosure and Loan information statement Certificate of Insurance and Contract of Insurance with respect to each Insured Loan (or certified copy thereof) Guarantee Agreement, Agreement for Participation in the Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the history of such FFELP Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, if any, securing any interest in an FFELP Eligible Loan to be Financed, and an executed termination statement related thereto Evidence of Loan disbursement Any other document required to be submitted with a claim to the Guarantee Agency.