STUDENT LOAN PURCHASE AGREEMENT

Exhibit 10.4

STUDENT LOAN PURCHASE AGREEMENT

among

NATIONAL EDUCATION LOAN NETWORK, INC. ,
as Seller,

UNION BANK AND TRUST COMPANY ,
as Seller ELT,

NELNET SUPERCONDUIT FUNDING, LLC ,
as Purchaser,

and

ZIONS FIRST NATIONAL BANK ,
as Purchaser ELT

Dated as of May 13, 2009

TABLE OF CONTENTS

STUDENT LOAN PURCHASE AGREEMENT

This Student Loan Purchase Agreement (this “ Agreement ”), dated as of May 13, 2009 (the “ Closing Date ”), among NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada corporation (in such capacity, the “ Seller ”), UNION BANK AND TRUST COMPANY, a Nebraska banking corporation, not in its individual capacity but solely as eligible lender trustee for the benefit of the Seller and its assigns (in such capacity, the “ Seller ELT ” and together with the Seller, the “ Seller Parties ”), NELNET SUPERCONDUIT FUNDING, LLC, a Delaware limited liability company (the “ Purchaser ”), and ZIONS FIRST NATIONAL BANK, a national banking association, not in its individual capacity but solely as eligible lender trustee for the benefit of the Purchaser and its assigns (in such capacity, the “ Purchaser ELT ” and together with the Purchaser, the “ Purchaser Parties ”), shall be effective upon execution by the parties hereto. For all purposes involving the holding or transferring of legal title to the Loans, any references to the Seller herein mean the Seller ELT and any references to the Purchaser herein mean the Purchaser ELT.

PRELIMINARY STATEMENTS

WHEREAS, the Seller is the owner of certain Student Loans;

WHEREAS, legal title to such Student Loans is vested in the Seller ELT, as trustee for the benefit of the Seller as the sole beneficiary;

WHEREAS, from time to time following the Closing Date, the Seller may desire to sell and/or transfer as a capital contribution, and the Purchaser may desire to purchase and/or accept as a capital contribution, such Student Loans in accordance with this Agreement and the related Bill of Sale;

WHEREAS, the Purchaser ELT is willing to hold legal title to, and serve as eligible lender trustee with respect to, Student Loans sold or contributed to the Purchaser hereunder for the benefit of the Purchaser; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

SECTION 1. TERMS

This Agreement establishes the terms under which the Seller may, in its sole discretion, sell and/or contribute and the Purchaser may, in its sole discretion, acquire the Student Loans (and all obligations of the Borrowers thereunder) specified in each Bill of Sale from time to time executed and delivered pursuant to the terms of this Agreement. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Transaction Document) and (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. Each Bill of Sale shall be substantially in the form of Attachment A hereto, incorporating by reference the terms of this Agreement, and shall be a separate agreement among the Seller Parties and the Purchaser Parties with respect to the Loans covered by the terms of such Bill of Sale. If the terms of a Bill of Sale conflict with the terms of this Agreement, the terms of such Bill of Sale shall supersede and govern.

SECTION 2. COMMITMENT TO LEND UNDER FFELP

By its execution of this Agreement, and upon each Transfer hereunder, the Seller represents to the Department that: (i) during a twenty-four (24) month period commencing with the month in which it Transfers Loans pursuant to this Agreement, it will originate and disburse Stafford Loans or PLUS Loans, or will acquire Stafford Loans or PLUS Loans made by other lenders within the same twenty-four (24) month period, and that the combined amount of such originated and acquired Loans (other than Excluded Loans) shall equal the Commitment Amount for such month; (ii) if the Seller participates solely as a secondary market purchaser and does not originate and disburse Stafford Loans or PLUS Loans in its own right but rather acquires Stafford and PLUS Loans from others, that it will, during the term of this Agreement, acquire Stafford Loans or PLUS Loans first disbursed on or after July 1, 2009 and that have experienced a final disbursement on or before September 30, 2011; (iii) within the twelve (12) months following the month in which it Transfers Loans pursuant to this Agreement, it will conduct activities constituting a continued participation in the FFELP, including but not limited to servicing a pre-existing FFELP loan portfolio, purchasing additional FFELP student loans, or maintaining a platform from which the Seller may originate FFELP student loans; and (iv) not later than twenty-seven (27) months following the month in which it first Transfers Student Loans pursuant to this Agreement (and every six months thereafter until each Commitment Amount has been satisfied, each a “ Commitment Reporting Date ”), it will provide a report to the Department, the Manager and the Conduit Administrator certifying that it has originated and/or acquired FFELP student loans in an amount equal to or exceeding the Commitment Amounts required to be satisfied prior to such Commitment Reporting Date; provided, that, the Seller may satisfy the commitment set forth in this Section 2 by arranging to have another Eligible Lender assume such commitment, in whole or in part, as evidenced by a commitment letter, in form satisfactory to the Department, between such Eligible Lender and the Department, with a copy to the Conduit Administrator.

For the purposes of confirming compliance with the Seller’s commitment above, the Seller must, on an annual basis, provide annual audited financial statements conducted in accordance with the standards for audits issued by the Department’s Office of Inspector General and a report to the Department setting forth the activities conducted by the Seller with the Net Cash Proceeds received through the sale of Loans under this Agreement, the dollar value and number of loans originated and/or acquired, and detailing any other uses of Net Cash Proceeds received through the sale of Loans under this Agreement and the amounts expended on such “other uses”. In addition, in connection with the Seller’s commitment above, Seller agrees to cooperate with the Conduit Administrator in the preparation of the notices to be provided to the Department pursuant to Article VIII of the Funding Note Purchase Agreement.

SECTION 3. DEFINITIONS

Except as otherwise specified herein or as the context may otherwise require, each capitalized term used but not otherwise defined herein has the meaning ascribed thereto in the Funding Note Purchase Agreement.

“ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Seller or any ERISA Affiliate is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

“ Bill of Sale ” means each document in the form of Attachment A hereto and executed by an authorized officer of each of the Seller Parties and the Purchaser Parties, which shall sell, assign and convey all rights of the Seller Parties (except as provided therein) with respect to the Student Loans sold thereunder.

“ Blanket Endorsement ” means a blanket endorsement in substantially the form included as Attachment B hereto.

“ Cash Proceeds ” is defined in the definition of Net Cash Proceeds in this Agreement.

“ Collateral Security Interest ” is defined in Section 4(e) hereof.

“ Commitment Amount ” means, with respect the Seller and all sales or pledges of Student Loans to the Purchaser during a calendar month, an amount equal to the product of (a) the Net Cash Proceeds received by the Seller in such month, multiplied by (b) the applicable Market Adjustment.

“ Commitment Reporting Date ” is defined in Section 2 hereof.

“ Deemed Liabilities ” means, with respect to the Seller and Student Loans not pledged to secure indebtedness of the Seller, an amount equal to the product of (a) the Cash Proceeds for such Student Loans and (b) the percentage equivalent of a fraction, the numerator of which equals the total liabilities and the denominator of which equals the total liabilities and stockholder’s equity, in each case calculated in accordance with generally accepted accounting principles and reflected in the most recent consolidated quarterly financial statements for the Seller (or the Seller’s ultimate parent to the extent financial statements are not available for the Seller).

“ Department Put Option ” means the option of the Conduit Lender and the Conduit Administrator to require the Department to purchase Student Loans subject to the terms and conditions in the Department Put Agreement.

“ ERISA Affiliate ” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Seller, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Seller, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Seller, any corporation described in clause (a) above or any trade or business described in clause (b) above or other Person which is required to be aggregated with the Seller pursuant to regulations promulgated under Section 414(o) of the Code.

“ Excluded Loan ” means any Loan (a) Transferred pursuant to this Agreement or pledged pursuant to the Funding Note Purchase Agreement, (b) sold to the Department in connection with the Loan Purchase Commitment Program, and (c) with respect to which participation interests are sold to the Department in connection with the Loan Participation Purchase Program.

“ Funding Note Purchase Agreement ” means that certain Funding Note Purchase Agreement, dated as of May 13, 2009, among the Purchaser, as the funding note issuer, the Purchaser ELT, as the eligible lender trustee, National Education Loan Network, Inc., as the SPV administrator, The Bank of New York Mellon, as the conduit administrator, the securities intermediary and the conduit lender eligible lender trustee, National Education Loan Network, Inc., as master servicer, Nelnet, Inc., as sponsor, BMO Capital Markets Corp., as the manager, and Straight-A Funding, LLC, as the conduit lender, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Loan ” means a Student Loan sold to the Purchaser pursuant to a Bill of Sale.

“ Loan Transfer Statement ” means Department Form OE 1074 or its equivalent.

“ Market Adjustment ” means, as of any date of determination and any Commitment Amount, the lesser of (a) one (1) and (b) the percentage equivalent of a fraction, (i) the numerator of which is the annualized aggregate original principal balance of all Student Loans originated by all Eligible Lenders (as shown on the Department’s NSLDS system) during the period commencing with the month immediately following the month of the applicable Transfer of Student Loans to the Purchaser and ending at the end of the twenty-fourth month after such Transfer (or at the end of the preceding month if less than twenty-four months have elapsed since such Transfer), and (ii) the denominator of which is the aggregate original principal balance of all Student Loans originated by all Eligible Lenders (as shown on the Department’s NSLDS system) during the twelve month period ending with the month immediately preceding the month of the applicable Transfer of Student Loans to the Purchaser.

“ Material Adverse Effect ” means a material adverse effect upon the ability of the Seller to perform its obligations under any Transfer Agreement.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six years contributed to by the Seller or any ERISA Affiliate.

“ Net Cash Proceeds ” means an amount equal to (a) the cash proceeds received by the Seller from the Transfer of Student Loans to the Purchaser (including cash proceeds received from the sale and/or pledge of Additional Securities) together with any reserves or expenses withheld or paid from the proceeds of the sale of the related Securities (“ Cash Proceeds ”), minus (b) the amount paid by the Seller in connection with such Transfer of the Student Loans to repay indebtedness secured by the Student Loans or, with respect to any Student Loans that are not pledged to secure indebtedness of the Seller, the Deemed Liabilities allocated to such Student Loans.

“ Purchase Price ” means, with respect to all Loans subject to a Bill of Sale, the dollar amount specified therein representing the aggregate purchase price therefor.

“ Related Security ” means, with respect to any Loan, any guaranties and other rights and security relating thereto including, without limitation, the insurance interest of the holder of such Loan under the FFELP, Interest Subsidy Payments, Special Allowance Payments and related assets, whether the same constitute accounts, instruments, chattel paper, investment property or general intangibles, all documents, books, records, Promissory Notes and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to such Loan, supporting obligations, liens securing any of the foregoing, amounts and claims and other rights under insurance policies relating to the foregoing and all related accounts, general intangibles, instruments, investment property, documents, chattel paper, goods, money, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other related property and interests in property, and all proceeds of the foregoing, in each case whether now existing or hereafter arising.

“ Repurchase Amount ” is defined in Section 6(a) hereof.

“ Repurchase Event ” means the occurrence of any of the following events or circumstances which, if the related Repurchase Amounts are payable to the Department, shall be determined by the Department in its sole, good faith discretion:

(i) any representation or warranty made or furnished by the Seller Parties pursuant to this Agreement shall prove to have been materially incorrect when made;

(ii) a Student Loan is not an Eligible Loan on its Grant Date; or

(iii) a Student Loan shall be subject to an Adverse Claim created by or through the Seller.

“ Repurchase Event Fees and Expenses ” is defined in Section 6(a) hereof.

“ Sale Termination Date ” means the earliest to occur of (i) July 1, 2010 and (ii) the occurrence of an Event of Default.

“ Security Release Certification ” means any release of lien documentation executed by the applicable lienholder with respect to one or more Loans in a form reasonably acceptable to the Department, the Purchaser and the Conduit Administrator.

“ Seller Indemnified Amounts ” is defined in Section 9 hereof.

“ Seller Indemnified Party ” is defined in Section 9 hereof.

“ Servicer ” means, with respect to any Loan, the servicer of such Loan specified on the Loan Transmittal Summary Form incorporated into the related Bill of Sale.

“ Subordinated Credit Facility ” means a subordinated credit facility of the Purchaser evidenced by a revolving credit agreement substantially in the form attached hereto as Attachment F .

“ Transfer ” is defined in Section 4(a) hereof.

“ Transfer Agreement ” means this Agreement or a Bill of Sale.

“ Transfer Date ” means, with respect to each Loan, the date of the related Bill of Sale.

“ Transfer Document ” is defined in Section 15 hereof.

SECTION 4. TRANSFER OF LOANS

(a)  Consummation of Transfer . From time to time prior to the Sale Termination Date, the Seller may offer Student Loans as selected in accordance with the Loan Sale Allocation Criteria and the Related Security for sale and/or as a capital contribution to the Purchaser and the Purchaser may accept such offer pursuant to the terms of a Bill of Sale (each, a “ Transfer ” or such other conjugation thereof as is required by the context). Each Transfer shall, subject to the terms and conditions set forth therein, be consummated upon satisfaction of the conditions precedent set forth in Section 4(d) below. Upon consummation, such Transfer shall be effective as of the Transfer Date.

(b)  Interest Subsidy and Special Allowance Payments . The Seller Parties shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on the Loans sold hereunder up to but not including the related Transfer Date, and shall be responsible for the payment of fees and other amounts due to the Department, if any, including, but not limited to, Negative Special Allowance Payments, applicable to Student Loans sold hereunder accruing from the date upon which the applicable Student Loans were sold pursuant to this Agreement, up to but not including the related Transfer Date. The Department shall be entitled to all interest and other payments on the Student Loans sold under the Department Put Agreement that accrues on and after the related Department Put Date.

(c)  Settlement of Purchase Price . The Purchase Price for Loans and Related Security Transferred hereunder shall be equal to the fair market value of such Loans based on current market conditions at the time of such Transfer. The Purchase Price shall be paid as follows:

(i) first, to the extent the Purchaser has funds available for such purpose, the Purchase Price shall be paid by the Purchaser to the Seller by wire transfer of immediately available funds to the account specified therefor in the related Bill of Sale; and

(ii) second, the remaining portion of the Purchase Price, if any, shall be deemed to be a capital contribution by the Seller to the Purchaser in respect of the Seller’s 100% membership interest in the Purchaser.

Funds available to the Purchaser pursuant to clause (i) shall include the Net Cash Advance Amount and may also include borrowings made by the Purchaser under a Subordinated Credit Facility. The Purchaser may borrow funds under such Subordinated Credit Facility only if all of the following conditions are satisfied:

(i) the Purchaser’s total assets exceed its total liabilities;

(ii) the Purchaser’s cash on hand is sufficient to satisfy all of its current obligations (other than any amounts due under such Subordinated Credit Facility and the obligation to pay the outstanding Funding Note);

(iii) the Purchaser is adequately capitalized at a commercially reasonable level;

(iv) the Purchaser has determined that its financial capacity to meet its financial commitment under such Subordinated Credit Facility is adequate; and

(v) the principal amount outstanding under such Subordinated Credit Facility, together with interest owing thereon, does not exceed the excess of the aggregate Collateral Value of all Financed Student Loans, over the aggregate amount of all Obligations.

(d)  Conditions Precedent to Transfer . Each Transfer is subject to satisfaction of the following conditions precedent (and the Seller, by accepting payment of the Purchase Price, shall be deemed to have certified that all such conditions (other than the authority of any Purchaser Party) are satisfied on the date of such Transfer):

(i) Execution and Delivery of Bill of Sale . The related Bill of Sale shall have been executed and delivered (with a copy to the Conduit Administrator and the Department) by a duly authorized officer of each of the Seller Parties and the Purchaser Parties and shall include a complete Loan Transmittal Summary Form.

(ii) Endorsement . The Seller Parties shall have (A) delivered to the Purchaser, with a copy to the Conduit Administrator and the Department, a Blanket Endorsement transferring to the Purchaser ELT the entire interest (except as set forth in the related Bill of Sale) of the Seller Parties in the Loans to be Transferred or (B) individually endorsed each of the related Promissory Notes at the direction of, and in such form as has been requested by, the Purchaser or the Department. The Seller Parties shall have delivered any UCC-3 financing statements in a form ready to be filed and/or other required Security Release Certifications as may be necessary to terminate any security interest related to the Loans listed on the related Bill of Sale.

(iii) Loan Transfer Statement . If the Purchaser has provided the Seller with one or more Loan Transfer Statements with respect to the Loans to be Transferred, the Seller shall have executed and delivered, and shall have caused the Seller ELT to execute and deliver, to the Purchaser and the Department such Loan Transfer Statement(s) dated as of the Transfer Date. The Seller agrees that the Purchaser Parties may use the related Bill of Sale, including the Loan Transmittal Summary Form attached thereto, in lieu of a Loan Transfer Statement, as official notification to the applicable Guarantors of the assignment by the Seller ELT to the Purchaser ELT of the Loans listed on the related Bill of Sale.

(iv) Payment of Purchase Price . The Purchaser shall have paid the related Purchase Price (other than any portion of the Purchase Price deemed to be a capital contribution) in accordance with Section 4(c) hereof.

(v) Servicing Agreement . A copy of the fully executed Servicing Agreement relating to the Loans being transferred on such Transfer Date, to the extent not delivered in connection with a prior Transfer, shall be delivered to the Department and the Manager.

(vi) Loan Data Schedule . The Seller shall deliver the Loan Data Schedule to the Department no later than the third (3 ^rd ) Business Day prior to the Transfer Date.

(vii) Notice of Intent to Participate . The Seller shall have executed and delivered a Notice of Intent to Participate to the Department with a copy to the Conduit Administrator.

(viii) Trust Receipt . The related Subcustodian shall be in possession of the Loan Documents with respect to the Student Loans being Transferred to the Purchaser Parties on the related Transfer Date and such Subcustodian shall have delivered a certification in the form specified in the related Servicing Agreement to the Conduit Administrator.

(ix) Power of Attorney . The Seller shall have executed and delivered the Power of Attorney in favor of the Conduit Lender and the Conduit Administrator.

(e)  Grant of Collateral Security Interest . Each of the Seller Parties and the Purchaser Parties, by its acceptance of the terms hereof, hereby acknowledges its intent that each Transfer be, and be construed as, a true sale or contribution of Loans from the Seller Parties to the Purchaser Parties. However, in the event that notwithstanding the intention of the parties, any Transfer is deemed to be a transfer for security, then the Seller Parties hereby grant to the Purchaser Parties, as of such Transfer Date, a continuing security interest (the “ Collateral Security Interest ”) in (i) all Loans described in the related Bill of Sale, (ii) all Related Security with respect to such Loans and (iii) all proceeds of such Loans and Related Security to secure a loan in an amount equal to the Purchase Price for such Loans; provided such Collateral Security Interest shall not include any right to make subsequent loans to a Borrower under any Promissory Note included in the Collateral Security Interest or any disbursement under a Promissory Note included in the Collateral Security Interest to the extent not constituting a Loan. Additionally, in the event that any Transfer is deemed to be a transfer for security, notwithstanding the intention of the parties, each of the Seller and the Purchaser hereby represents and warrants, as to itself, that each remittance of the Purchase Price (other than any portion of the Purchase Price deemed to be a capital contribution) by the Purchaser to the Seller hereunder will have been (i) the incurrence of a debt incurred in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser.

(f)  Intent of the Parties . With respect to each Transfer, it is the intention of the Seller Parties and the Purchaser Parties, and the Seller hereby warrants that, except for United States federal, state and local income and franchise tax purposes, such Transfer constitutes a true sale of Loans from the Seller Parties to the Purchaser Parties and that the beneficial interest in, and title to, such Loans will not be part of either Seller Party’s estate in the event of the bankruptcy of such Seller Party or the appointment of a receiver with respect to such Seller Party.

(g)  Power of Attorney . The Seller Parties hereby grant to the Purchaser ELT, for the benefit of the Purchaser, an irrevocable power of attorney, which power of attorney is assignable to the Department and coupled with an interest, to individually endorse or cause to be individually endorsed in the name of the Seller Parties any Loan to evidence the Transfer of such Loan to the Purchaser ELT and to transfer or cause to be transferred any Promissory Note from the Seller Parties to the Conduit Administrator or a Subcustodian on its behalf.

SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a)  Representations and Warranties of the Seller with respect to the Seller . The Seller, and to the extent expressly required in Attachment C-1 , the Seller ELT, makes each of the representations and warranties set forth on Attachment C-1 and Attachment C-3 hereto to the Purchaser Parties and the Department as of the Closing Date and each Transfer Date.

(b)  Representations and Warranties of the Seller with respect to the Loans . With respect to each Loan Transferred by the Seller pursuant to a Bill of Sale, the Seller, and to the extent expressly required in Attachment C-2 , the Seller ELT, makes each of the representations and warranties set forth on Attachment C-2 hereto to the Purchaser Parties and the Department as of the related Transfer Date.

(c)  Representations and Warranties of the Purchaser . The Purchaser makes each of the representations and warranties set forth on Attachment C-4 hereto to the Department as of the Closing Date and each Transfer Date.

(d)  Representations and Warranties of the Purchaser ELT . The Purchaser ELT makes each of the representations and warranties set forth on Attachment C-4 hereto to the Purchaser and the Department as of the Closing Date and each Transfer Date.

(e)  Covenants of the Seller . The Seller makes each of the covenants set forth on Attachment D-1 hereto with the Purchaser Parties and the Department.

(f)  Covenants of the Seller ELT . The Seller ELT makes each of the covenants set forth on Attachment D-2 hereto with the Purchaser Parties and the Department.

(g)  Covenants of the Purchaser . The Purchaser makes each of the covenants set forth on Attachment D-3 hereto with the Purchaser ELT and the Department.

(h)  Covenants of the Purchaser ELT . The Purchaser ELT makes each of the covenants set forth on Attachment D-4 hereto with the Purchaser and the Department.

SECTION 6. REPURCHASE

(a)  Repurchase of Student Loans; Repurchase . Upon the occurrence of a Repurchase Event with respect to any Student Loan, if the circumstances giving rise to such Repurchase Event shall not be cured within 30 days after written demand by the Purchaser, the Conduit Administrator or the Department, on or prior to such 30 ^th day, the Seller shall be required to remit to the Funding Note Issuer Collection Account an amount equal to the unpaid Principal Balance of each related Student Loan, plus accrued and unpaid interest thereon (to the extent not included in the Principal Balance), and, if applicable, Negative Special Allowance Payments with respect to such Student Loan from the related Transfer Date to and including the date of repayment in connection with such Repurchase Event (such amount, the “ Repurchase Amount ”); provided that if a Department Put Event shall have occurred with respect to such Student Loan, after the Revocation Date for such Student Loan, the Repurchase Amount shall be paid to the Department. The Seller shall reimburse the Purchaser and all Affected Parties for all attorneys’ fees, legal expenses, court costs, servicing fees or other fees and expenses incurred by the Purchaser and all Affected Parties in connection with each Student Loan for which the Seller is required to pay a Repurchase Amount pursuant to this Section 6 , including any amount required to be paid by the Funding Note Issuer pursuant to Section 1.03(g) of the Funding Note Purchase Agreement (collectively, “ Repurchase Event Fees and Expenses ”).

All of the rights of the Seller Parties under this Agreement with respect to any Student Loans for which the Department Put Option is exercised shall be assigned to the Department and after the Department Put Date with respect to a Student Loan, the Department shall have the right to enforce all repurchase and other rights against the Seller Parties.

(b)  Release of Lien Upon Purchase of Student Loan . The Purchaser hereby agrees to reconvey to the Seller and release its lien on and security interest in any Student Loan for which the Seller has remitted to the Funding Note Issuer Collection Account or the Department, as required by Section 6(a) , an amount equal to the Repurchase Amount and paid all other Repurchase Event Fees and Expenses payable pursuant to Section 6(a) .

SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS

(a) Any payment received by the Seller of amounts accrued on any Loan after the related Cut-off Date, which payment is not reflected in the related Loan Transmittal Summary Form, shall be received by the Seller in trust for the account of the Purchaser and the Seller hereby disclaims any title to or interest in any such amounts. Within two (2) Business Days following the date of receipt of good funds, the Seller shall remit to the Funding Note Issuer Collection Account immediately available funds in an amount equal to any such payment and shall deliver written notice to the Purchaser and the Conduit Administrator identifying the Loan with respect to which such payment was made, the amount of such payment and the date such payment was received.

(b) Any written communication received at any time by the Seller with respect to any Loan shall be transmitted by the Seller to the applicable Servicer promptly upon receipt. Such communications shall include, without limitation, letters, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or loan cancellation.

SECTION 8. CONTINUING OBLIGATION OF THE SELLER

The Seller shall provide all reasonable assistance necessary in order for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Department provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Loan, or (b) a payment made or alleged to have been made to the Seller. In addition, the Seller agrees to reasonably cooperate in the preparation and filing of any UCC financing statements or amendments thereto at the request of the Purchaser Parties or the Department in order to reflect the Purchaser Parties respective interests in the Loans.

The Seller acknowledges that from time to time, the Department and its representatives shall have the right to request, schedule and conduct, during normal business hours and upon reasonable prior notice, additional due diligence of the Seller, relating to Student Loans subject to this Agreement, at the Seller’s expense and that before May 15 ^th of each year, the Seller shall be required to provide to the Conduit Administrator an annual statement of compliance with respect to the Transaction Documents, substantially in the form of Attachment G hereto, together with an Agreed Upon Procedures Letter. Additionally, on a periodic basis as requested by the Department, the Seller will provide to the Department all requested reports including, but not limited to standard reporting packages containing information on the Student Loans sorted by schools, delinquencies and other features identified by the Seller. As soon as available and in any event no later than the 105 ^th day following the end of the Seller’s fiscal year, the Seller shall provide to the Purchaser, the Conduit Administrator and the Manager, copies of the annual audited financial statements of the Seller, and certified by an independent certified public accounting firm.

Without the express prior written consent of the Department, the Purchaser and the Conduit Administrator, the Seller Parties shall not agree to release any Guarantor from any of its contractual obligations as a guarantor of any Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is guaranteed, except as required by applicable law or rules and regulations issued pursuant to applicable law.

SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES

Without limiting any other rights that any such Person may have hereunder or under applicable law (including, without limitation, the right to recover damages for breach of contract), the Seller hereby agrees to indemnify (a) the Purchaser, (b) the Purchaser ELT and (c) each Affected Party, in their individual capacities and all successors, transferees, participants and assigns, and all officers, directors, employees, advisors and agents of any of the foregoing (each a “ Seller Indemnified Party ”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “ Seller Indemnified Amounts ”) awarded against or incurred by any of them arising out of or relating to (i) the ownership of the Loans by the Seller Parties before the Transfer of such Loans to the Purchaser Parties, (ii) the Transfer of the Loans to the Purchaser Parties as of each Transfer Date, (iii) the servicing of the Loans before the transfer, (iv) the breach by the Seller of its representations, warranties and/or obligations under any Transaction Document to which it is a party or (v) any acts or omissions by the Seller relating to the Loans, excluding , however , (x) Seller Indemnified Amounts to the extent finally determined by a court of competent jurisdiction in a non-appealable judgment to have resulted from negligence or willful misconduct on the part of such Seller Indemnified Party and (y) recourse for defaulted Student Loans (except as specifically provided herein) or losses attributed to changes in the market value of the Loans, including, without limitation, because of changes in market interest rates or in the rate of prepayment. Without limiting the foregoing, the Seller shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to, among other things:

(a) the adjustment or any non-cash reduction by the Seller in the outstanding Principal Balance of any Loan made by or at the direction of the Seller other than in connection with any borrower benefit that is not prohibited under the Funding Note Purchase Agreement;

(b) the transfer by the Seller of any interest in any Loan other than a Transfer to the Purchaser Parties as contemplated by this Agreement;

(c) any representation or warranty made or deemed made by the Seller (or any of its officers or Affiliates) under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, including, without limitation, any Repurchase Event;

(d) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Loan, or the nonconformity of any Loan to any such applicable law, rule or regulation, including in each case (without limitation) failure to comply with the Higher Education Act and all applicable consumer credit laws;

(e) the failure due to acts or omissions of either Seller Party to vest in the Purchaser Parties an ownership interest and a first priority perfected security interest in each Loan, free and clear of any lien, other than a lien in favor of the Conduit Lender arising solely as a result of the transactions contemplated by the Transaction Documents;

(f) any dispute, claim, offset or defense (other than discharge in bankruptcy) of a Borrower or any Guarantor to the payment of any Loan or any payment made by a Guarantor arising out of the servicing of the applicable Loan prior to the related Transfer Date (including, without limitation, a defense based on such Loan or Guarantee Agreement not being a legal, valid and binding obligation of such Borrower or Guarantor, as the case may be, enforceable against it in accordance with its terms);

(g) the failure by the Seller to comply with any term, provision or covenant contained in any Transaction Document to which it is party;

(h) any lien (other than the lien granted to the Purchaser under this Agreement) resulting from an act or omission of either Seller Party attaching to any Loan or any related assets or Collections with respect thereto, whether existing at the time that such Loan initially arose or at any time thereafter;

(i) any claim or action of whatever sort arising out of or in connection with the origination or servicing of any Loan or any other services with respect to such Loan to the extent such origination, servicing or services were provided by the Seller or an Affiliate of the Seller on or before the related Transfer Date or were provided by a Person from whom the Seller is entitled to recover such Seller Indemnified Amounts;

(j) the failure to pay when due any Taxes and fees payable by the Seller in connection with the Transfer of any Loan or the execution, delivery, filing and recording of this Agreement or any of the other agreements and documents to be delivered hereunder (including any UCC financing statements);

(k) the payment by such Seller Indemnified Party of Indemnified Taxes and, without duplication, any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes that may at any time be asserted against any Seller Indemnified Party with respect to the Loans or the transactions contemplated by the Transaction Documents or the Department Put Agreement, and any costs and expenses of defending the same, to the extent caused by the Seller’s actions or omissions in breach of this Agreement;

(l) the payment by such Seller Indemnified Party of Taxes (other than Taxes described in clauses (j) and (k) above); provided that the Seller Indemnified Amounts in this clause (l) with respect to any such Taxes accruing after the applicable Grant Date, shall not in the aggregate exceed 10% of the Cash Proceeds received by the Seller;

(m) the commingling of Collections with any other funds of the Seller or failure by the Seller to promptly remit all Collections inadvertently received to the applicable Servicer;

(n) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases made pursuant to this Agreement or any other Transaction Document to which the Seller is a party which arises out of any act or omission of the Seller with respect to one or more Loans;

(o) any claim brought by any Person arising from any activity by the Seller or an Affiliate of the Seller, prior to the transfer of such Loan to the Purchaser, in servicing, administering or collecting any Loan;

(p) the sale or pledge by the Seller of any Loan in violation of any applicable law, rule or regulation;

(q) any attempt by any Person to void any Transfer pursuant to any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code, based on any act or omission or illegal conduct of either Seller Party or any Affiliate of either Seller Party (other than either Purchaser Party);

(r) any failure to pay an Excluded Borrower Benefit prior to the Transfer of any Loan;

(s) the Transfer of any Loans hereunder which were not Eligible Loans as of the related Transfer Date (unless such Loans are repurchased in accordance with Section 6 hereof); or

(t) with respect to any Loan for which the related Promissory Note is evidenced by an electronic promissory note or an electronic record, or contains an electronic signature, the failure of such Promissory Note to comply in all material respects with all regulations, standards and other requirements provided by the applicable Guarantor (if any) and the Department relating to the validity and enforceability of such Promissory Note including, but not limited to, clause (m) and the proviso following such clause under the definition of “Loan Documents” in the Funding Note Purchase Agreement.

Any amounts subject to the indemnification provisions of this Section 9 shall be paid by the Seller to the related Seller Indemnified Party on or before the 30 ^th day following demand therefor accompanied by reasonable supporting documentation with respect to such amounts.

Indemnification under this Section 9 shall survive the resignation or removal of the Purchaser ELT and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 9 and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

SECTION 10. LIMITATION ON LIABILITY OF ELIGIBLE LENDER TRUSTEES

Notwithstanding anything contained herein to the contrary, this Agreement has been, and each Bill of Sale and Blanket Endorsement will be, signed by Union Bank and Trust Company, not in its individual capacity but solely in its capacity as the Seller ELT, and Zions First National Bank, not in its individual capacity but solely in its capacity as the Purchaser ELT, as the case may be, and in no event shall Union Bank and Trust Company, in its individual capacity, or Zions First National Bank, in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of the Seller or the Purchaser under any Transfer Agreement or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Seller or the Purchaser, as the case may be.

The parties hereto agree that each of the Seller ELT and the Purchaser ELT shall be afforded all of the rights, immunities and privileges afforded to the Eligible Lender Trustee under the Funding Note Purchase Agreement in connection with its execution of this Agreement.

SECTION 11. EXPENSES

Each of the Seller and the Purchaser shall pay the legal fees and expenses of its attorneys in connection with the negotiation, preparation, execution and delivery of this Agreement and in connection with the review and negotiation of the other Transaction Documents; provided that in partial consideration of the Purchaser’s agreement to purchase Loans hereunder, the Seller may provide for the payment of all costs and expenses incurred by the Purchaser Parties in connection herewith.

The Seller shall pay all other costs and expenses incurred in connection with preparation, execution and delivery of this Agreement, the other Transaction Documents and any Bill of Sale and the transactions contemplated herein or therein, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Seller Parties, with respect thereto, and all other costs and expenses incurred in connection with the transfer and delivery of the Loans to the Purchaser or the Department, including, without limitation, any fees and expenses incurred in connection with transferring ownership of any Loans to any such entity.

SECTION 12. SURVIVAL OF COVENANTS

All covenants, agreements, representations and warranties made herein or in or pursuant to each Bill of Sale shall survive the Transfer of the Loans provided for in such Bill of Sale. All covenants, agreements, representations and warranties made or furnished pursuant hereto by or for the benefit of the Seller shall bind any successors and assigns of the Seller and inure to the benefit of any successors or assigns of the Purchaser Parties and shall survive with respect to each Loan. Each Bill of Sale supersedes all previous agreements and understandings between the Purchaser Parties and the Seller Parties with respect to the subject matter thereof.

SECTION 13. NOTICES

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy or other electronic means) and mailed, delivered by nationally recognized overnight courier service, transmitted or delivered by hand, as to each party hereto and the Department, at its address set forth on Attachment E hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the specified facsimile number and an appropriate confirmation is received, (ii) if given by e-mail (if e-mail address has been provided), when sent to the specified e-mail address and an appropriate confirmation is received, (iii) if given by mail, five (5) days after being deposited in the United States mails, first class postage prepaid, (iv) if given by recognized courier guaranteeing overnight delivery, the Business Day following the day delivered to such courier (except that notices and communications delivered to the Department to the extent not e-mailed or mailed by registered or certified mail, return receipt requested, shall not be effective until received) or (v) if given by any other means, when delivered at the address specified in this Section 13 .

SECTION 14. FORM OF INSTRUMENTS

Each of the instruments and documents delivered in connection with any Transfer Agreement, and all proceedings to be taken in connection with any Transfer Agreement and the transactions contemplated herein and therein, shall be in the applicable form set forth in the attachments hereto, and the Purchaser shall have received such copies thereof as it or its counsel shall reasonably request in connection therewith. Any instrument or document which is substantially in the same form as an applicable attachment hereto or recital herein will be deemed to be satisfactory as to form.

SECTION 15. WAIVERS AND AMENDMENTS

The obligations of any party to any Transfer Agreement and any document or instrument delivered in accordance therewith (each, a “ Transfer Document ”) may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver is sought with the prior written consent of the Manager and the Department. The waiver by the Purchaser and the Department of any representation, warranty, covenant or agreement required to be made or performed under any Transfer Document by any party thereto or of any other provision contained in any Transfer Document shall not be deemed to be a waiver of any breach of any other representation, warranty, covenant, agreement or provision contained therein or in any other Transfer Document, nor shall any waiver or any custom or practice which may evolve between the parties to any Transfer Document in the administration of the terms thereof be construed to lessen the right of the Purchaser or the Department to insist upon the performance by the Seller in strict accordance with said terms.

Any Transfer Document may be amended by a writing executed and delivered by each of the parties thereto with the prior written consent of the Manager; provided that (i) no amendment to this Agreement shall be effective without the prior written consent of the Department; provided that, with not less than ten (10) Business Days’ prior written notice to the Department, the parties hereto may enter into any such amendment, subject to the provisions in this Section 15 , that does not have an adverse effect on the Department and (ii) no amendment to this Agreement shall be effective unless each Rating Agency shall have been provided with at least ten (10) days prior notice and S&P shall not have notified the Manager or the SPV Administrator that such amendment would result in a reduction, qualification or withdrawal of the then-current rating of the Funding Note. Notwithstanding the foregoing, if the Conduit Administrator provides the parties hereto with notice of any proposed amendment to this Agreement that has been approved by the Conduit Advisory Committee and the Seller Parties shall Transfer, and the Purchaser Parties shall accept, any Student Loans Transferred hereunder subsequent to receiving such notice, the Seller Parties and Purchaser Parties shall be deemed to have consented to such amendment. For purposes of the preceding sentence, notice shall be sufficient if delivered in accordance with Section 13 or if such amendment shall be posted to a website maintained by the Department.

SECTION 16. NON-PETITION COVENANTS

(a) Notwithstanding any prior termination of this Agreement, the Seller, the Seller ELT and the Purchaser ELT shall not, prior to the date which is one year and one day after repayment in full of the Funding Note, acquiesce, petition or otherwise invoke or cause the Purchaser, or authorize or join with any other person, to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser; provided , however , nothing herein shall be deemed to prohibit the Seller, the Seller ELT or the Purchaser ELT from filing a claim or otherwise participating in any such action or proceeding.

(b) Notwithstanding any prior termination of this Agreement, the Seller ELT, the Purchaser and the Purchaser ELT shall not, prior to the date which is one year and one day after repayment in full of the Funding Note, acquiesce, petition or otherwise invoke or cause the Seller, or authorize or join with any other person, to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller; provided, however, nothing herein shall be deemed to prohibit the Seller ELT, the Purchaser or the Purchaser ELT from filing a claim or otherwise participating in any such action or proceeding.

SECTION 17. GOVERNING LAW

THIS AGREEMENT, EACH OTHER TRANSFER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY FEDERAL LAW OF THE UNITED STATES. IF THERE SHALL BE NO FEDERAL LAW OF THE UNITED STATES APPLICABLE TO A MATTER ARISING UNDER THIS AGREEMENT OR ANY OTHER TRANSFER AGREEMENT OR THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER OR THEREUNDER, THE LAWS OF THE STATE OF NEW YORK SHALL BE DEEMED TO BE REFLECTIVE OF FEDERAL LAW OF THE UNITED STATES INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER TRANSFER AGREEMENT.

SECTION 18. SUCCESSORS AND ASSIGNS

None of the parties hereto shall assign any rights or delegate any duties hereunder without the prior written consent of each other party hereto, and any assignment made without such consent shall be void and constitute a default hereunder.

SECTION 19. INTENDED THIRD PARTY BENEFICIARIES

Each of the parties hereto acknowledges and agrees that the Conduit Lender, the Department and the other Affected Parties are express third party beneficiaries hereof entitled to enforce all of the obligations of the Seller with respect to payment of Repurchase Amounts, Repurchase Event Fees and Expenses and indemnities owed by the Seller and to enforce the terms hereof as if they were parties hereto.

SECTION 20. TAX TREATMENT

The Purchaser and the Seller each agree to treat for United States federal, state, and local income and franchise tax purposes, (1) the Funding Note as indebtedness, and (2) the Department Put Agreement and all amounts paid or accrued thereon (to the extent that it relates to the Student Loans) as consisting of an agreement solely by and between the Department and the Funding Note Issuer and shall take no position inconsistent with this treatment, unless otherwise required by law.

SECTION 21. SUBMISSION TO JURISDICTION

(a) EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSFER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 21 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSFER AGREEMENT.

(c) The Purchaser hereby appoints Corporation Service Company located at 80 State Street, Albany, NY 12207-2543 as the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, any other Transfer Agreement or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan by any Affected Party or any successor or assignee of any of them.

[Signatures Follow]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the date first written above.

ATTACHMENT A

FORM OF
BILL OF SALE NUMBER [__]

Dated as of [TRANSFER DATE]

This Bill of Sale (this “ Bill of Sale ”) is made and entered into as of [TRANSFER DATE] , by and among NATIONAL EDUCATION LOAN NETWORK, INC. (the “ Seller ”), UNION BANK AND TRUST COMPANY, not in its individual capacity but solely as the eligible lender trustee for the benefit of the Seller (in such capacity, the “ Seller ELT ” and together with the Seller, the “ Seller Parties ”), NELNET SUPERCONDUIT FUNDING, LLC (the “ Purchaser ”), and ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as the eligible lender trustee for the benefit of the Purchaser (in such capacity, the “ Purchaser ELT ”).

W I T N E S S E T H :

WHEREAS, the parties hereto entered into a Student Loan Purchase Agreement dated as of May 13, 2009 (as amended, amended and restated, supplemented or otherwise modified, the “ Student Loan Purchase Agreement ”); and

WHEREAS, subject to the terms and conditions of the Student Loan Purchase Agreement, the Seller Parties desire to transfer to the Purchaser Parties the Student Loans identified on Annex I attached hereto and all Related Security with respect thereto (but excluding any right to make subsequent loans to a Borrower under any Promissory Note included in the Collateral Security Interest or any disbursement under a Promissory Note included in the Collateral Security Interest to the extent not constituting a Loan described in this Bill of Sale) (collectively, the “ Loan Portfolio ”) and the Purchaser Parties desire to accept such transfer;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: