Common use of Failed Remarketing Clause in Contracts

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not deliver the related Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of their class of Reset Rate Notes to be remarketed on the related Reset Date.

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not deliver the related Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "“Failed Remarketing" ” are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of their class of Reset Rate Notes to be remarketed on the related Reset Date.

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not timely deliver written notice of its intention to exercise the related Call Option Noticepursuant to Section 2.06(a) of this Appendix A or the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A and the Financed Eligible Loans have not been auctioned pursuant to Section 2.13 of this Appendix A and if any of the conditions set forth in the definition of "Failed Remarketing" are applicable, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicableapply. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At . If at any time a Failed Remarketing is declared: declared on a Class of the Reset Rate Notes on the related Spread Determination Date, (i) all related Reset Rate Notes of such Class will be retained deemed to have been held by the related Reset Rate Noteholders applicable Registered Owners on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, ; (ii) except as provided in Section 2.01(e) of this Appendix A, the Failed Remarketing Rate for such class Class of the Reset Rate Notes will apply for the related Reset Period apply; and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also applyestablished for such Class. (cb) If there is a Failed Remarketing of a class Class of the Reset Rate Notes, the related Reset Rate Noteholders Registered Owners of that Class shall not be entitled to exercise any remedies as a result of the failure of their class Class of the Reset Rate Notes to be remarketed on the related Reset Date. (c) If the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes are no longer Outstanding, a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate and the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A, the Indenture Trustee (or its designated agent), if requested by the Issuer, shall offer for sale a Pro rata Portion of the Financed Eligible Loans held in the Trust Estate as provided in this subsection (c). Any portfolio of the Financed Eligible Loans sold pursuant to the Purchase Option set forth in Section 2.07(a) of this Appendix A or pursuant to the auction procedures described in this subsection (c) shall have representative characteristics substantially equivalent to the portfolio of all Financed Eligible Loans including, without limitation, such characteristics as average borrower indebtedness, mix of type of loans (Stafford, PLUS, consolidation, subsidized, unsubsidized), delinquency and default rate, loans in claim status, maturity, type of educational institution for which the loan funded costs of attendance (four year, two year, proprietary and nonproprietary), identity of Guaranty Agency, and other similar characteristics which may impact upon the value of such Financed Eligible Loans. Any such sale shall be consummated at least two Business Days prior to the next Reset Date (the "Trust Auction Date"). The Indenture Trustee shall provide written notice to the Issuer of any such offer for sale at least three Business Days in advance of the Trust Auction Date. If the holder of the Purchase Option does not deliver notice of its intention to exercise the Purchase Option and deliver an amount equal to the purchase price within 25 days following a Reset Date on which a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate, the Issuer may instruct the Indenture Trustee to auction the Pro rata Portion of the Financed Eligible Loans. Any Nelnet Eligible Purchaser may bid at any such auction. If at least two independent bids are received, the Indenture Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the Pro rata Minimum Purchase Amount. In the event that only one or more Nelnet Eligible Purchasers bid at such auction and fewer than two independent bids are received, the Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the Pro rata Minimum Purchase Amount and the fair market value of such Financed Eligible Loans as of the Quarterly Distribution Date immediately preceding the Trust Auction Date. If the highest remaining bid is not equal to or in excess of the higher of the amounts described in the preceding two sentences, the Indenture Trustee shall not consummate such sale. The Pro rata Minimum Purchase Amount means, with respect to the Reset Rate Notes, that amount, together with any amounts on deposit in any related Account of the Note Payment Fund, the Supplemental Interest Fund or the Remarketing Fee Fund corresponding to such Class of the Reset Rate Notes and a Pro rata Portion of the amounts on deposit in the Capitalized Interest Fund and the Reserve Fund (if such amounts can be released from the Reserve Fund), each after the distribution of amounts on deposit in the Collection Fund on the most recent Distribution Date, which is equal to or in excess of the amount necessary to redeem the Class of the Reset Rate Notes bearing interest at the Failed Remarketing Rate pursuant to the redemption provisions of Section 2.09(b) of the Indenture, to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product corresponding to such Class of the Reset Rate Notes and to pay a Pro rata Portion of any Program Expenses to such redemption date. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (c), the Indenture Trustee shall deposit amounts sufficient to redeem the related Class of the Reset Rate Notes on the next succeeding Reset Date pursuant to the redemption provisions of Section 2.09(b) of the Indenture and to pay any Issuer Derivative Payments corresponding to such Class of the Reset Rate Notes into separate Accounts established by the Indenture Trustee within the Note Payment Fund and shall deposit the remainder to the Collection Fund to pay the Pro rata Portion of the Program Expenses to such Reset Date. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem such Class of the Reset Rate Notes on the applicable Reset Date and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) pursuant to the corresponding Derivative Product. If an auction is not completed and the Class of the Reset Rate Notes continues to bear interest at the Failed Remarketing Rate, the Issuer may request the Indenture Trustee to solicit bids for the Financed Eligible Loans with respect to any Quarterly Distribution Date for which the holder of the Purchase Option described in Section 2.07(a) of this Appendix A has not delivered timely notice of its intention to exercise its Purchase Option or delivered an amount equal to the purchase price by the specified date upon terms similar to those described above, and the Indenture Trustee shall be obligated to make such solicitations if requested to do so by the Issuer.

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not timely deliver written notice of its intention to exercise the related Call Option Noticepursuant to Section 2.06(a) of this Appendix A or the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A and the Financed Eligible Loans have not been auctioned pursuant to Section 2.13 of this Appendix A and if any of the conditions set forth in the definition of "Failed Remarketing" are applicable, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicableapply. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At . If at any time a Failed Remarketing is declared: declared on a Class of the Reset Rate Notes on the related Spread Determination Date, (i) all related Reset Rate Notes of such Class will be retained deemed to have been held by the related Reset Rate Noteholders applicable Registered Owners on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, ; (ii) except as provided in Section 2.01(e) of this Appendix A, the Failed Remarketing Rate for such class Class of the Reset Rate Notes will apply for the related Reset Period apply; and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also applyestablished for such Class. (cb) If there is a Failed Remarketing of a class Class of the Reset Rate Notes, the related Reset Rate Noteholders Registered Owners of that Class shall not be entitled to exercise any remedies as a result of the failure of their class Class of the Reset Rate Notes to be remarketed on the related Reset Date. (c) If the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes are no longer Outstanding, a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate and the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A, the Indenture Trustee (or its designated agent), if requested by the Issuer, shall offer for sale a Pro rata Portion of the Financed Eligible Loans held in the Trust Estate as provided in this subsection (c). Any portfolio of the Financed Eligible Loans sold pursuant to the Purchase Option set forth in Section 2.07(a) of this Appendix A or pursuant to the auction procedures described in this subsection (c) shall have representative characteristics substantially equivalent to the portfolio of all Financed Eligible Loans including, without limitation, such characteristics as average borrower indebtedness, mix of type of loans (Stafford, PLUS, consolidation, subsidized, unsubsidized), delinquencx and default rate, loans in claim status, maturity, type of educational institution for which the loan funded costs of attendance (four year, two year, proprietary and nonproprietary), identity of Guaranty Agency, and other similar characteristics which may impact upon the value of such Financed Eligible Loans. Any such sale shall be consummated at least two Business Days prior to the next Reset Date (the "Trust Auction Date"). The Indenture Trustee shall provide written notice to the Issuer of any such offer for sale at least three Business Days in advance of the Trust Auction Date. If the holder of the Purchase Option does not deliver notice of its intention to exercise the Purchase Option and deliver an amount equal to the purchase price within 25 days following a Reset Date on which a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate, the Issuer may instruct the Indenture Trustee to auction the Pro rata Portion of the Financed Eligible Loans. Any Nelnet Eligible Purchaser may bid at any such auction. If at least two independent bids are received, the Indenture Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the Pro rata Minimum Purchase Amount. In the event that only one or more Nelnet Eligible Purchasers bid at such auction and fewer than two independent bids are received, the Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the Pro rata Minimum Purchase Amount and the fair market value of such Financed Eligible Loans as of the Quarterly Distribution Date immediately preceding the Trust Auction Date. If the highest remaining bid is not equal to or in excess of the higher of the amounts described in the preceding two sentences, the Indenture Trustee shall not consummate such sale. The Pro rata Minimum Purchase Amount means, with respect to the Reset Rate Notes, that amount, together with any amounts on deposit in any related Account of the Note Payment Fund, the Supplemental Interest Fund or the Remarketing Fee Fund corresponding to such Class of the Reset Rate Notes and a Pro rata Portion of the amounts on deposit in the Capitalized Interest Fund and the Reserve Fund (if such amounts can be released from the Reserve Fund), each after the distribution of amounts on deposit in the Collection Fund on the most recent Distribution Date, which is equal to or in excess of the amount necessary to redeem the Class of the Reset Rate Notes bearing interest at the Failed Remarketing Rate pursuant to the redemption provisions of Section 2.09(b) of the Indenture, to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product corresponding to such Class of the Reset Rate Notes and to pay a Pro rata Portion of any Program Expenses to such redemption date. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (c), the Indenture Trustee shall deposit amounts sufficient to redeem the related Class of the Reset Rate Notes on the next succeeding Reset Date pursuant to the redemption provisions of Section 2.09(b) of the Indenture and to pay any Issuer Derivative Payments corresponding to such Class of the Reset Rate Notes into separate Accounts established by the Indenture Trustee within the Note Payment Fund and shall deposit the remainder to the Collection Fund to pay the Pro rata Portion of the Program Expenses to such Reset Date. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem such Class of the Reset Rate Notes on the applicable Reset Date and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) pursuant to the corresponding Derivative Product. If an auction is not completed and the Class of the Reset Rate Notes continues to bear interest at the Failed Remarketing Rate, the Issuer may request the Indenture Trustee to solicit bids for the Financed Eligible Loans with respect to any Quarterly Distribution Date for which the holder of the Purchase Option described in Section 2.07(a) of this Appendix A has not delivered timely notice of its intention to exercise its Purchase Option or delivered an amount equal to the purchase price by the specified date upon terms similar to those described above, and the Indenture Trustee shall be obligated to make such solicitations if requested to do so by the Issuer.

Failed Remarketing. (a) With with respect to each Reset Date for which the holder of the related Call Option does not deliver the related Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of the Reset Rate Rates Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of the Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of their class of the Reset Rate Notes to be remarketed on the related Reset Date.

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not deliver the related Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate applicable Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of their class of Reset Rate Notes to be remarketed on the related Reset Date.

Failed Remarketing. (a) With respect to each Reset Date for which the holder of the related Call Option does not deliver the related Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of the Reset Rate Rates Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of the Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of their class of the Reset Rate Notes to be remarketed on the related Reset Date.