Common use of Establishment of the Trust Clause in Contracts

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032006-1. 3" Simultaneously with the execution hereof, the Sponsor Depositor shall make a contribution to the Trust as the SponsorDepositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003____-1__. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032005-1. 3." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "“Trust"”) pursuant to the Trust Statute, to be known as Nelnet Student Loan “Goal Capital Funding Trust 2003-1. [•]-[•].” Simultaneously with the execution hereof, the Sponsor Depositor shall make a contribution to the Trust as the Sponsor's Depositor’s initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032006-1. ." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032006-1. 2." Simultaneously with the execution hereof, the Sponsor Depositor shall make a contribution to the Trust as the SponsorDepositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "Trust") Trust pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereofof the Original Agreement, the Sponsor shall make Depositor made a contribution to the Trust as the Sponsor's Depositor’s initial contribution, as described more fully in Exhibit A hereto, and thereafter may will transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume assumed certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record recorded the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation § 301.7701-2(c)(2) of the Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of trust required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The Company shall be considered a grantor for the purposes of the Trust. The Trust hereby established is revocable by the Company prior to a Change of Control as defined herein, except to the extent provided in Section 1(g) below; it shall become irrevocable in its entirety upon a Change of Control. The Company hereby deposits with the Trustee in the Trust one-thousand dollars and zero cents ($1,000.00), which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The principal of the Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Arrangements and this Trust Agreement shall be unsecured contractual rights of Participants and their Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant or Beneficiary shall have any right to compel additional deposits under this Section 1(f). The Company may in its discretion direct the Trustee to establish separate funds (each fund individually referred to as a "Benefit Fund") within the Trust Fund. A Benefit Fund may be established to pay out the benefits provided under the Arrangements, or, alternatively to pay out a particular type of benefit under the Arrangements, such as benefits provided under a specific plan or arrangement included among the Arrangements, or benefits provided to a specific group of Participants. Prior to a Change in Control, upon the death, disability, retirement, or termination for any reason of a Participant in respect of whom future benefits may be payable under the Arrangements, the Company shall to the extent that irrevocable funding of any benefits under the Arrangements is required pursuant to any agreement between the Company and the Delaware Participant, direct the Trustee hereby establish to create within the Trust Fund or any applicable Benefit Fund a trust separate bookkeeping account for such Participant (each such account individually referred to as an "Individual Account"), to which the deposits required by such agreement and Section 1(i) shall be credited. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to each such Individual Account (as determined in accordance with Section 1(g)(6)) shall be irrevocable. The Company shall direct the Trustee to create, within the Trust Fund or any applicable Benefit Fund, a separate bookkeeping account for all retired SERP Participants for whom no Individual Account has been established with respect to the SERP under Section 1(g)(2) (the "TrustGroup Account"). Upon the retirement of any such Participant under the terms of the SERP, the Company shall deposit in the Trust Fund an amount sufficient to provide no less than 100% of the actuarial present value of the benefits to which the Participant is then entitled, determined based on the applicable actuarial assumptions set forth in Attachment II. As soon as practicable following the end of each calendar year, but in no event later than the March 31 next following, the Company shall deposit additional cash or other property in the Trust Fund if and to the extent such an additional deposit is necessary for the value of the net assets of the Group Account to be no less than 100% of the actuarial present value of all benefits payable to Participants within the Group Account or their Beneficiaries, determined as of the end of such calendar year, subject to such adjustment for intervening events (if any) as the Company prior to a Change of Control or the Trustee following a Change of Control shall determine to be appropriate in its discretion. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to the Group Account (as determined in accordance with Section 1(g)(6)), other than assets which have subsequently become unallocated assets in accordance with Section 1(h)(3), shall be irrevocable. Prior to a Change in Control, upon the death, disability, retirement, or termination for any reason of a Participant in respect of whom future benefits may be payable under the Arrangements other than retirement benefits under the SERP taken into account under Section 1(g)(3), the Company may in its discretion direct the Trustee to create within the Trust Fund or any applicable Benefit Fund a separate bookkeeping account for such Participant (each such account individually referred to as an "Individual Account") and make such deposits thereto as the Company determines in its discretion. The portion of the Trust Fund or any Benefit Fund, as applicable, allocable to each such Individual Account (as determined in accordance with Section 1(g)(6)) shall be revocable prior to a Change of Control except as otherwise determined by the Company in its discretion and specified in written directions to the Trustee. The share of the Trust Fund allocable to each Benefit Fund or Individual Account or the Group Account need not be separately invested from the balance of the Trust Fund, but may be so invested in whole or in part in the discretion of the Trustee or, prior to a Change of Control, at the direction of the Company. The Trustee shall credit or charge each Benefit Fund or Individual Account or Group Account established under this Section 1(g) with any deposits, income, gains, losses, expenses and benefit disbursements properly allocable thereto and any reallocation of assets thereto or therefrom. Subject to the provisions of Section 3, the portion of the Trust Fund allocable to a specific Benefit Fund or Individual Account or the Group Account shall be used exclusively for the purpose of paying benefits of the character for which such Benefit Fund was created, or for the Participant and/or the Participant's Beneficiaries with respect to whom such Individual Account or Group Account was created, as applicable. To the extent there remains an amount credited to a Benefit Fund after the benefits with respect to which such Benefit Fund was established have been paid in full, such excess shall be reallocated to the remaining Benefit Funds, if any, as of the end of the calendar quarter in which the last payment from such Benefit Fund was made, in proportion to the respective Benefit Fund balances. If an Individual Account has been established for a Participant and/or Beneficiary on an irrevocable basis, to the extent there remains an amount credited to such Individual Account after all benefits with respect to which such Individual Account was established have been paid in full, such excess shall be held for reallocation to the remaining Individual Accounts of the Participant or Beneficiary, if any. If there are no remaining Individual Accounts for such Participant or Beneficiary, any excess shall, as the Company shall direct in its discretion prior to a Change of Control or as the Trustee shall determine following a Change of Control, be reallocated to the Group Account to the extent additional deposits are required or projected to be required within the next fifteen (15) months under Section 1(g)(3), and/or to any Individual Account to the extent that additional deposits are required or projected to be required within the next fifteen (15) months under Section 1(i). The portion of such excess not so required or projected to be required (if any), shall be treated as unallocated assets of the Trust Fund, which may later be reallocated to any Group Account or Individual Account or, prior to a Change of Control, be returned to the Company upon its written request to the Trustee. To the extent the portion of the Group Account attributable to deposits on behalf of any Participant exceeds the benefits paid and payable to such Participant and his Beneficiary, such excess shall be retained in the Group Account except to the extent the Company determines in its discretion prior to a Change of Control, or the Trustee determines following a Change of Control, that no additional deposits are required or projected to be required under Section 1(g)(3) within the next fifteen (15) months, in which event the Company or the Trustee, as the case may be, may thereafter treat such excess as unallocated assets of the Trust Fund Any unallocated assets of the Trust Fund may later be reallocated to provide for any deposits otherwise required to the Group Account under Section 1(g)(3) or to any Individual Account under Section 1(i), or prior to a Change of Control, be returned by the Company upon its written request to the Trustee. Prior to a Change of Control, if required pursuant to any agreement between the Company and a Participant who is entitled to future benefits under the SERP, the Company shall as soon as reasonably practicable make a contribution to the Trust, or direct the transfer of assets then held in a Benefit Fund but not irrevocably allocated to any other Individual Account, for allocation to an Individual Account for the benefit of said Participant, in the amount required by such agreement or, if no such amount is specified, an amount equal to no less than 100% but no more than 120% of the actuarial present value of the retirement benefit to which the Participant or his Beneficiary is entitled upon such retirement or other applicable commencement date, determined based on the applicable actuarial assumptions set forth in Attachment II. To the extent required by any such agreement with a Participant, the Company shall, at such time or times as may be required by such agreement, contribute to the Trust Statuteor otherwise reallocate available assets of the Trust Fund to the Individual Account for such Participant in such amount (if any) as may be necessary for the balance in such Individual Account to equal no less than 100% of the actuarial present value of the remaining payments in respect of such retirement benefit. Upon a Potential Change of Control, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereofdefined herein, the Sponsor shall Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of a Potential Change of Control nor later than the date of an actual Change of Control, make a contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the Sponsor's initial contributiondate on which the Potential Change of Control occurred, determined based on the applicable actuarial assumptions set forth in Attachment II. In the event a Change of Control, as described more fully in Exhibit A heretodefined herein, does not occur within one year of a Potential Change of Control, the Company shall have the right to recover any amounts contributed to and thereafter may transfer and assign the property described remaining on hand in the granting clauses Trust pursuant to Section 1(j) and not allocated to an Individual Account or Group Account that has become irrevocable pursuant to Section 1(g). Upon a Change of Control, the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of a Change of Control make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% but no more than 120% of the Indenture actuarial present value of the benefits to which Participants or their Beneficiaries would be entitled pursuant to the terms of the Arrangements as of the date on which the Change of Control occurred, determined based on the applicable actuarial assumptions set forth in Attachment II. The Company shall also fund an expense reserve for the Trustee in an amount equal to $125,000.00, multiplied by the sum of 100% plus the aggregate percentage increase, if any, in the Consumer Price Index for All Urban Consumers, [NY, NY - Northeastern, NJ] (or any comparable successor index), published by the Bureau of Labor Statistics of the United States Department of Labor for the period from January 1, 1998 through the December 31 immediately preceding the Change of Control. In the event that, subsequent to a Change of Control, a Participant shall suffer a "Change in Control Termination" as defined in the Arrangements applicable to such Participant (after taking into account his or her employment agreement with the Company), the Company shall, as soon as possible, but in no event later than thirty (30) days following the occurrence of such Change in Control Termination, make an irrevocable contribution to the Trust in such amount (if any) as may be necessary to fund the Trust in an amount equal to no less than 100% but no more than 120% of the actuarial present value of the excess, if any, of the value of the benefits to which such Participant is entitled by reason of such Change in Control Termination over the value of the benefits of such Participant previously taken into account pursuant to Section 1(l), determined based on the applicable actuarial assumptions set forth in Attachment II. For purposes of determining the amount required to be contributed to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the SponsorSection 1(g), as seller (l) or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution(m), the Delaware Trustee shall record benefit to which a Participant is entitled on any date (the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders "Determination Date") shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, reference to: (i) if there such benefit is only one Certificateholderthen in pay status under the applicable Arrangement, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and benefit then in pay status; (ii) if there such benefit is more than one Certificateholdernot then in pay status under the applicable Arrangement, but would be immediately payable in the event of the Participant's termination of employment with the Company on the Determination Date, or the contribution is required by reason of the Participant's Change in Control Termination, the Trust shall benefit that would be treated immediately payable on such termination or would be payable on a deferred basis as a partnershipresult of such Change in Control Termination, as the case may be; and (iii) if the Participant would not be entitled to immediate payment under the applicable Arrangement in the event of his or her termination of employment with the Company on the Determination Date (and the contribution is not required by reason of a Change in Control Termination), the benefit to which the Participant would become entitled on his or her normal retirement date, under the Arrangement multiplied by a fraction, the numerator of which is the number of completed months of his or her participation in the Arrangement as of the Determination Date, and that the denominator of which is the total completed months of such participation the Participant would have if he or she retired at his or her normal retirement date. In each case, the benefit so taken into account shall include any amounts currently or potentially payable to the affected Participant's spouse or other Beneficiary pursuant to the Arrangements. Contributions required under the foregoing provisions of this Trust Agreement Section 1 shall be construed made in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatmentcash or, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file if the certificate required under Section 3810 et seq. Company elects in its discretion, in the form of an insurance policy or policies of the Trust Statute in connection with life of a Participant. In the formation event that the Company shall determine to contribute an insurance policy, the value of the Trust under policy to be credited against the Trust Statuteamount of the Company's obligation (if any) to make such contribution shall be the cash surrender value of such policy.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a Delaware business trust (the "Trust") pursuant to the Trust Statute, Statute to be known as ["Nelnet Student Loan Trust 2003-1. - __."] Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory business trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof2.08, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one CertificateholderCertificateholders, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The On Janaury 15, 2003, the Sponsor and the Delaware Trustee hereby establish a trust (established the "Trust") pursuant to the ), and such Trust StatuteAgreement, to is hereby amended and restated in its entirety. The Trust shall be known as Nelnet Student GMAC Education Loan Trust 2003Funding Trust-1. I. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Sale Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust StatuteStatute (for which the Delaware Trustee has filed a certificate of trust with the Secretary of State of the State of Delaware pursuant to Section 3810(a) of the Delaware Statutory Trust Act in substantially the form attached to the Initial Trust Agreement), that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 20032002-12. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032005-1. ." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 20032004-14. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-12. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032005-1. 2." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Corporation hereby conveys, sets over, assigns and delivers the CBI Shares to the Trustees and their successors, and the Delaware Trustee hereby establish Trustees agree to accept and hold the same in trust for the benefit of the Stockholder-Beneficiaries, their successors and permitted assigns, and either (at the sole discretion of the Trustees) (i) to distribute the CBI Shares to the Stockholder-Beneficiaries, or (ii) to sell the CBI Shares in one or more public or private sales and distribute the proceeds of such sale or sales to the Stockholder-Beneficiaries, or (iii) a trust combination of (i) above and (ii) above; in each case at such date or dates, but in any event not later than the Final Distribution Date, as, in the sole judgment and discretion of the Trustees, shall be advantageous to the Stockholder-Beneficiaries, provided that the Trustees shall have no personal liability for making or failing to make such a distribution or sale, all subject to the terms of this Agreement (the "CBI Distribution Trust" or "Trust") pursuant ). The Corporation hereby agrees to pay such expenses as may reasonably be incurred by the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously Trustees in connection with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses administration of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser and when such expenses are actually incurred. In the course of its liquidation, the Corporation shall use all reasonable efforts to set aside and withhold from any distributions sufficient assets to pay such expenses. Notwithstanding the foregoing, the directors of the Corporation shall have no personal liability for any failure of the Corporation to pay or assignee, and may assume certain obligations under and in accordance with provide for the Transaction Documents. Upon the making payment of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor thereinexpenses. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, any applicable state and or local income and or franchise taxes, and any other applicable taxes imposed onupon, measured by by, or based upon gross or net incomeincome (collectively, (i) if there is only one Certificateholder"Relevant Taxes"), the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there liquidating trust that is more than one Certificateholder, the Trust shall be treated classified as a partnershipgrantor trust, and that the provisions or failing that, in any event as other than an an association or publicly traded partnership taxable as a corporation. The terms of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree interpreted to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. further this intention of the Trust Statute in connection with the formation of the Trust under the Trust Statuteparties.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "Trust") Trust pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereof, the Sponsor Depositor shall make a contribution to the Trust as the SponsorDepositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Regulations and (ii) if iF there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of trust required under Section 3810 et seqET SEQ. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor Depositor and the Delaware Trustee hereby establish a trust (the "Trust") Trust pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereof, the Sponsor Depositor shall make a contribution to the Trust as the SponsorDepositor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the SponsorDepositor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor Depositor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate of trust required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 20032005-1. 4." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. (a) The Sponsor Corporation hereby conveys, sets over, assigns and delivers the Delaware Trustee hereby establish a trust (the "Trust") pursuant Distribution Assets to the Trust Statute, to be known as Nelnet Student Loan Trust 2003-1. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, Trustees and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignortheir successors, and the TrustTrustees agree to accept and hold the same in trust for the benefit of the Stockholder-Beneficiaries, as purchaser or assigneetheir successors and permitted assigns, and may assume certain obligations under and in accordance with either (at the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books sole discretion of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, Trustees) (i) if there is only to distribute the Distribution Assets to the Stockholder-Beneficiaries, or (ii) to sell the Distribution Assets in one Certificateholderor more public or private sales and distribute the proceeds of such sale or sales to the Stockholder-Beneficiaries, the Trust shall be treated as or (iii) a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2combination of (i) above and (ii) if there is more above; in each case net of the liabilities assumed by the Trustees (as hereinafter set forth) and any expenses incurred by the Trustees in connection with administration of the Trust, and in each case at such date or dates, but in any event not later than one Certificateholderthe Final Distribution Date, as, in the Trust sole judgment and discretion of the Trustees, shall be treated as a partnershipadvantageous to the Stockholder-Beneficiaries, and provided that the provisions Trustees shall have no personal liability for any such liabilities or expenses or for making or failing to make such a distribution or sale; all subject to the terms of this Trust Agreement shall be construed in accordance with such intent(the "Xxxx Liquidation Trust" or "Trust"). The parties hereto Trustees further assume and agree to take no action inconsistent with such treatmentbe responsible for, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. on behalf of the Trust Statute in connection with the formation their capacities as Trustees, and not in their individual capacity, all liabilities and obligations of the Trust under Corporation existing on the date hereof or that may arise in the future; provided, however, that the Trustees and the Trust Statutedo not hereby assume, and shall not be responsible for, any liabilities or obligations that (i) by reason of the dissolution of the Corporation, the passage of time or otherwise, are not or at the time asserted would not be liabilities or obligations of the Corporation, it being the intent of the parties not to increase the Trust's or Trustees' liabilities and obligations to an extent greater than would apply to the Corporation had the Corporation been liquidated and dissolved without the establishment of this Trust; or (ii) are in excess of the value of the Distribution Assets (such assumed liabilities and obligations being hereinafter referred to as the "Trust Liabilities").

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as Nelnet Student Loan Trust 20032004-13. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor trust was formed pursuant to a Trust Agreement dated as of May 8, 2002 by and between the Delaware Trustee hereby establish a trust and the Sponsor (the "Trust") ), and such Trust Agreement is hereby amended and restated in its entirety. All action taken pursuant to such Trust Agreement dated as of May 8, 2002, including but not limited to the Trust Statute, to be known as execution and delivery of a power of attorney in favor of Nelnet Student Loan Trust 2003-1Funding, LLC and all action taken pursuant thereto, is hereby ratified. Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory business trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation 301.7701-2(c)(2) and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.

Establishment of the Trust. The Sponsor and the Delaware Trustee hereby establish a trust (the "Trust") pursuant to the Trust Statute, to be known as "Nelnet Student Loan Trust 2003-1. 200_-_." Simultaneously with the execution hereof, the Sponsor shall make a contribution to the Trust as the Sponsor's initial contribution, as described more fully in Exhibit A hereto, and thereafter may transfer and assign the property described in the granting clauses of the Indenture to the Trust under the terms of the Student Loan Purchase Agreement Agreements (as defined in the Indenture) and other assignment agreements by and between the Sponsor, as seller or assignor, and the Trust, as purchaser or assignee, and may assume certain obligations under and in accordance with the Transaction Documents. Upon the making of such contribution, the Delaware Trustee shall record the amount thereof on the books of the Trust and the investment of the Sponsor therein. It is the intention of the parties hereto that the Trust shall constitute a statutory trust under the Trust Statute, that this Trust Agreement shall constitute the governing instrument of such Trust and that the Certificateholders shall hold all of the beneficial interests in the Trust. The rights of the Certificateholders shall be determined herein and the relationship between the parties hereto created by this Trust Agreement shall not constitute indebtedness for any purpose. Subject to Section 2.08 hereof, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on, measured by or based upon gross or net income, (i) if there is only one Certificateholder, the Trust shall be treated as a disregarded entity separate from its owner pursuant to Treasury Regulation ss. 301.7701-2(c)(2) of the Treasury Regulations and (ii) if there is more than one Certificateholder, the Trust shall be treated as a partnership, and that the provisions of this Trust Agreement shall be construed in accordance with such intent. The parties hereto agree to take no action inconsistent with such treatment, unless required otherwise by applicable law. The Delaware Trustee is hereby authorized to file the certificate required under Section 3810 et seq. of the Trust Statute in connection with the formation of the Trust under the Trust Statute.