Common use of Authentication Clause in Contracts

Authentication. As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank National Trust Company, as the Eligible Lender Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of Concurrently with the consideration for the purchase sale of the Trust Student Loans to the Trust pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank National Trust Company, as the Eligible Lender Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of Concurrently with the consideration for the purchase sale of the Trust Student Loans to the Trust pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank JPMorgan Chase Bank, National Trust CompanyAssociation, as the Eligible Lender Trustee’s authenticating agent) , by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of Concurrently with the consideration for the purchase sale of the Trust Student Loans to the Trust pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank National Trust CompanyJPMorgan Chase Bank, N.A., as the Eligible Lender Trustee’s authenticating agent) , by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank National Trust CompanyCompany Americas, as the Eligible Lender Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Eligible Lender Owner Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Owner Trustee (or Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as the Eligible Lender Owner Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank National Trust Company[___________________], as the Eligible Lender Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of Concurrently with the consideration for the purchase sale of the Trust Student Loans to the Trust pursuant to the Depositor Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank JPMorgan Chase Bank, National Trust CompanyAssociation, as the Eligible Lender Trustee’s authenticating agent) , by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph clause (c) or (d) below.

Authentication. As part Concurrently with the sale of the consideration for the purchase of initial Personal Loans to the Trust Student Loans pursuant to the Loan Sale AgreementAgreement on the Closing Date, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or 99724359 Nelnet-RBC Amended and Restated Trust Agreement upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its president or any vice presidentAuthorized Officer, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution CertificateholderEDC Holder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by a Responsible Officer of the Eligible Lender Trustee (or Deutsche Bank National Trust Company, as the Eligible Lender Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant upon any transfer or exchange from the Depositor to paragraph (c) any Affiliate or (d) belowfrom such Affiliate to any other Affiliate or in connection with its pledge to the Administrative Agent on behalf of the Secured Creditors.

Authentication. [(1)] As part of the consideration for the purchase of the Trust Student Loans pursuant to the Sale Agreement, the Eligible Lender Owner Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement), signed by its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit AA-1, executed by the Eligible Lender Owner Trustee (or Deutsche Bank National Trust Company[________], as the Eligible Lender Owner Trustee’s authenticating agent) by manual signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph (c) or (d) below.

Authentication. As part of Concurrently with the consideration for the purchase sale of the Trust Student Loans to the Trust pursuant to the Depositor Sale Agreement, the Eligible Lender Trustee shall cause the Excess Distribution Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor (in its capacity as “Seller” under the Sale Agreement)Depositor, signed by its chairman of the board, its president or any vice president, without further action by the Depositor. For all purposes hereunder, the Depositor shall be the initial Excess Distribution Certificateholder. No Excess Distribution Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Excess Distribution Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Eligible Lender Trustee (or Deutsche Bank JPMorgan Chase Bank, National Trust CompanyAssociation, as the Eligible Lender Trustee’s authenticating agent) , by manual signature; signature; such authentication shall constitute conclusive evidence that such Excess Distribution Certificate shall have been duly authenticated and delivered hereunder. The Excess Distribution Certificate shall be dated the date of its authentication. No further Excess Distribution Certificates shall be issued except pursuant to paragraph clause (c) or (d) below.