Common use of Special Terms Clause in Contracts

Special Terms. [Provide any special terms which you wish to take precedence over the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services under the 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 Holding Company Members comply with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and to the best of my knowledge Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2004-3 NELNET STUDENT LOAN FUNDING, LLC By: Wilmington Trust Company, not in its By: Nelnet Student Loan Funding individual capacity, but solely as Delaware Management Corporation, as Trustee Manager and Special Member By: By: -------------------------------- ------------------------------ Title: Jeffrey R. Noordhoek -------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated July 1, 2004 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2004-3 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] NELNET STUDENT LOAN TRUST 2006-3 NELNET STUDENT LOAN FUNDING, LLC By: ▇▇▇▇▇ Fargo Delaware Trust Company, By: Nelnet Student Loan Funding not in its individual capacity, but solely Management Corporation, as Manager as Delaware Trustee and Special Member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ----------------------- ---------------------------------- Title: Vice President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ----------------------- 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 December 1, 2006 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2006-3 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of December 5, 2006 by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2006-1 NELNET STUDENT LOAN FUNDING, LLC By: ▇▇▇▇▇ Fargo Delaware Trust Company, By: Nelnet Student Loan Funding not in its individual capacity, but Management Corporation, as Manager solely as Delaware Trustee and Special Member By: By: -------------------------------------- ------------------------------ Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated February 1, 2006 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2006-1 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2005-4 NELNET STUDENT LOAN FUNDING, LLC By: Wells Fargo Delaware Trust Company, By: Nelnet Student Loan Fundin▇ ▇▇▇ in its individual capacity, but solely Management Corporation, as Manager as Delaware Trustee and Special Member By: By: /s/ Jeffrey R. Noordhoek ------------------------------------- ------------------------------- Title: Jeffrey R. Noordhoek ------------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated November 1, 2005 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2005-4 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] NELNET STUDENT LOAN TRUST 2008-1 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ------------------------------------------ ---------------------------------- Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ---------------------------------- 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 March 1, 2008 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2008-1 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of March 1, 2008 by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide 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/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ------------------------------------------ ---------------------------------- Title: Assistant Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ---------------------------------- 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 special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2008-2 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of _______, 2008 by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2005-3 NELNET STUDENT LOAN FUNDING, LLC By: ▇▇▇▇▇ Fargo Delaware Trust Company, not By: Nelnet Student Loan Funding in its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: ______________________________ By: ____________________________ Title: ______________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated July 1, 2005 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2005-3 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] By: M&T Trust Company of Delaware, not in its By: Nelnet Student Loan Funding Management individual capacity, but solely as Delaware Trustee Corporation, as Manager and Special Member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President Assistant Vice President 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 October 1, 2009 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City(Agreement”), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] the Seller and Nelnet Student Loan Trust 2009-2 (“Agencythe (Purchaser”) and [Advertiser] acquired under the Loan Transfer Addendum (“Advertiser”) effective as of [Month] [Day], 20 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. For good ) dated as of _________ by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NAME OF SELLER: Nelnet Student Loan Trust 2003-1 By: ________________________________ By: ______________________________ Title: _______________________________ Title: ___________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated ____________________, ________ (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2003-1 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2002-2 NELNET STUDENT LOAN FUNDING, LLC By: Wilmington Trust Company, not in its By: Nelnet Student Loan Funding individual capacity, but solely as Delaware Management Corporation, as Manager Trustee and Special Member By: By: /s/ Stephen F. Butterfield ----------------------------------- ----------------------------- Title: Stephen F. Butterfield ------------------------------ ▇▇▇▇▇▇▇▇▇ SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding, LLC (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated September 1, 2002 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2002-2 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] Nelnet Student Loan Trust 2003-2 Nelnet Student Loan Funding, LLC By: Wilmington Trust Company, not in its By: Nelnet Student Loan Funding individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: By: ----------------------------------- -------------------------------- Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ --------------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated July 1, 2003 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2003-2 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NAME OF SELLER: Nelnet Student Loan Warehouse Corporation-1 By:________________________ By:_____________________________ Title:_____________________ Title:__________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMELETEY)(the "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated _________________________________________,__________(the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Warehouse Corporation-1 (“Agency”) the "Corporation"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Corporation or are simultaneously herewith delivered in accordance with the instructions of the Corporation, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 200 - NELNET STUDENT LOAN FUNDING, LLC By: , not By: Nelnet Student Loan Funding in its individual capacity, but solely Management Corporation, as Manager and as Delaware Trustee Special Member By: ______________________________ By: ____________________________ Title: ______________________________ Title: ____________________________ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated , 200 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 200 - (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] NELNET STUDENT LOAN TRUST 2008-4 NELNET STUDENT LOAN FUNDING, LLC By: M&T Trust Company of Delaware, not By: Nelnet Student Loan Funding in its individual capacity, but solely Management Corporation, as as Delaware Trustee Manager and Special Member By: /s/ Rita Marie Ritrovato By: /s/ Hannah Smitterberg ------------------------------------- -------------------------------- Title: Assistant Vice President Hannah Smitterberg A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ident 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 May 1, 2008 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2008-4 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of _________ by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN CORPORATION-2 NELNET STUDENT LOAN FUNDING, LLC By: Nelnet Student Loan Funding Management Corporation as Manager and Special Member By: By: /s/ Stephen F. Butterfield ---------------------------------- --------------------------------- Title: Stephen F. Butterfield ------------------------------- President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated ____________________, ________ (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Funding, LLC (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] Nelnet Student Loan Trust 2004-4 Nelnet Student Loan Funding, LLC By: Wilmington Trust Company, By: Nelnet Student Loan Funding not in its individual capacity, Management Corporation, but solely as Delaware Trustee as Manager and Special Member By: ______________________________ By: ____________________________ Title: ______________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated September 1, 2004 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2004-4 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] NELNET STUDENT LOAN TRUST 2008-3 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ----------------------------------------- ---------------------------------- Title: Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ---------------------------------------- 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 15, 2008 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2008-3 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of _________ by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN CORPORATION-2 NELNET STUDENT LOAN FUNDING, LLC By: Nelnet Student Loan Funding Management Corporation as Manager and Special Member By: /s/ Jeffrey R. Noordhoek ▇▇: /▇/ ▇▇▇▇▇▇▇ F. Butterfield --------------------------------- -------------------------------- Jeffrey R. Noordhoek ▇▇▇phen F. Butterfield Vic▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Treasurer President SELLER'S CLOSING CERTIFICATE NELNET Student Loan Corporation-2 (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated September 1, 2002 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Funding, LLC (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2005-1 NELNET STUDENT LOAN FUNDING, LLC By: Wilmington Trust Company, not in its By: Nelnet Student Loan Funding individual capacity, but solely as Delaware Management Corporation, as Manager Trustee and Special Member By: /s/ ▇▇▇▇▇▇ ▇. MacKeican By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ -------------------------- -------------------------- Title: Sr. Vice President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated February 1, 2005 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2005-1 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2005-2 NELNET STUDENT LOAN FUNDING, LLC By: Wells Fargo Delaware Trust Company, not By: Nelnet Student Loan F▇▇▇▇▇g in its individual capacity, but solely as Management Corporation, as Manager Delaware Trustee and Special Member By: ______________________________ By: ____________________________ Title: ______________________________ Jeffrey R. Noordhoek ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE (DO NOT COMPLETE) (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated April 1, 2005 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2005-2 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide Reserved] NELNET STUDENT LOAN TRUST 2007-1 NELNET STUDENT LOAN FUNDING, LLC By: Nelnet Student Loan Funding By: M&T Trust Company of Delaware, not Management Corporation, as Manager in its individual capacity, but solely and Special Member as Delaware Trustee By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President ------------------------------- Title: 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 May 1, 2007 including all exhibits and schedules attached thereto, and any special terms which you wish to take precedence over applicable addenda, supplements or amendments thereto (the General Terms and/or the Schedules] [Insert] [Advertiser] [Street Address] [City"Agreement"), State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to a certain Master Media Planning & Buying Services Agreement by and between [Agency] (“Agency”) the Seller and [Advertiser] (“Advertiser”) effective as of [Month] [Day], 20 Nelnet Student Loan Trust 2007-1 (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be "Purchaser") acquired under the Loan Transfer Addendum (as defined in the Agreement. For good ) dated as of May ___, 2007 by and valuable considerationbetween the Seller and the Purchaser, have heretofore been furnished to the receipt whereof is hereby acknowledged and as an inducement for Advertiser Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to enter into the Agreement with Agency, the undersigned, on behalf subsection 4(d) of [Holding Company] (“Holding Company”), acknowledges and agrees as follows:  Holding Company fully understands the Agreement;  Transparency in all financial matters relating : 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 payments made by Advertiser to Agency for Media Placements is of utmost importance;  To verify the accuracy and transparency of Agency’s Services under the each Insured Loan (or certified copy thereof) Guarantee Agreement, Advertiser requires Agreement for Participation in the right Guaranteed Loan Program and Notification of Loan Approval by the Guarantee Agency with respect to audit contracts, documents and information each Guaranteed Loan (or certified copy thereof) Any other documentation held by the Seller relating to the Agencyhistory of such FFELP Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an FFELP Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.

Special Terms. [Provide any special terms which you wish to take precedence over Reserved] NELNET STUDENT LOAN TRUST 2006-2 NELNET STUDENT LOAN FUNDING, LLC By: ▇▇▇▇▇ Fargo Delaware Trust Company, By: Nelnet Student Loan Funding notin its individual capacity, but solely Management Corporation, as Manager as Delaware Trustee and Special Member By: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ---------------------------------------- ---------------------------------- Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ---------------------------------------- Vice President EXHIBIT B TO LOAN PURCHASE AGREEMENT SELLER'S CLOSING CERTIFICATE Nelnet Student Loan Funding (the General Terms and/or "Seller") does hereby certify that all representations, warranties and statements by or on behalf of the Schedules] [Insert] [Advertiser] [Street Address] [City, State and Postcode] Attn: [Advertiser CFO or CMO] [Date] To Whom it May Concern: Reference is hereby drawn to Seller contained in a certain Master Media Planning & Buying Services Loan Purchase Agreement dated May 1, 2006 (the "Agreement"), by and between [Agency] the Seller and Nelnet Student Loan Trust 2006-2 (“Agency”) the "Purchaser"), are true and [Advertiser] (“Advertiser”) effective correct on and as of [Month] [Day]the Loan Purchase Date, 20 without exception or qualification whatsoever; FURTHERMORE, the Seller does hereby certify that the following documents, where applicable to each FFELP Loan (the “Agreement”). Wherever in this letter references appear in capital letters, such references shall be as defined in the Agreement. 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”), 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 transparency of Agency’s Services ) acquired under the Agreement, Advertiser requires have heretofore been furnished to the right Purchaser or are simultaneously herewith delivered in accordance with the instructions of the Purchaser, pursuant to audit contractssubsection 4(d) of the Agreement: Department of Education application or Guarantee Agency application, documents 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 Agencyhistory of such Eligible Loan Secretary of Education and Guarantee Agency Loan Transfer Statements Uniform Commercial Code financing statement, the Holding Companyif any, securing any interest in an Eligible Loan to be Financed, and Holding Company Members;  Advertiser is entitled an executed termination statement related thereto Evidence of Loan disbursement Any other document required 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 Holding Company Members comply be submitted with Section 18 (Audit and Access to Records) 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: [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”). Capitalised references in this letter are as defined and used in the Agreement. As the Chief Financial Officer of [Holding Company] (“Holding Company”), parent of Agency, I have read and understand the Agreement and hereby certify that I have conducted an appropriate review of all Services provided under the Agreement and claim to the best of my knowledge Guarantee Agency, Holding Company, and Holding Company Members together with their respective Associates have complied with all financial and disclosure obligations and limitations under the Agreement including, but not limited to the sections of the Agreement relating to Agency Services and Transparency, Rebates and Incentives, Principal or Inventory ▇▇▇▇-Up, Unbilled Media, Confidentiality, and Conflicts of 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 [Insert Holding Company Corporate Tree] Agency will at all times during the Term and for two (2) years thereafter, without limiting Agency’s liability to Advertiser, maintain the following insurance coverage with a reputable Australian insurer:.