Exhibit 10.4
 
 STUDENT LOAN PURCHASE AGREEMENT
  NATIONAL EDUCATION LOAN NETWORK, INC.
 UNION BANK AND TRUST COMPANY
 NELNET SUPERCONDUIT FUNDING, LLC
  ZIONS FIRST NATIONAL BANK




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PageSECTION 1. TERMS
    
    
    1SECTION 2. COMMITMENT TO LEND UNDER FFELP
    
    
    2SECTION 3. DEFINITIONS
    
    
    2SECTION 4. TRANSFER OF LOANS
    
    
    5SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    7SECTION 6. REPURCHASE
    
    
    8SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
    
    
    8SECTION 8. CONTINUING OBLIGATION OF THE SELLER
    
    
    9SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
    
    
    9SECTION 10. LIMITATION ON LIABILITY OF ELIGIBLE LENDER TRUSTEES
    
    
    11SECTION 11. EXPENSES
    
    
    12SECTION 12. SURVIVAL OF COVENANTS
    
    
    12SECTION 13. NOTICES
    
    
    12SECTION 14. FORM OF INSTRUMENTS
    
    
    12SECTION 15. WAIVERS AND AMENDMENTS
    
    
    13SECTION 16. NON-PETITION COVENANTS
    
    
    13SECTION 17. GOVERNING LAW
    
    
    14SECTION 18. SUCCESSORS AND ASSIGNS
    
    
    14SECTION 19. INTENDED THIRD PARTY BENEFICIARIES
    
    
    14SECTION 20. TAX TREATMENT
    
    
    14SECTION 21. SUBMISSION TO JURISDICTION
    
    
    14
  i




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ATTACHMENTSAttachment A:
    
    Form of Bill of SaleAttachment B:
    
    Form of Blanket EndorsementAttachment C-1:
    
    Seller and Seller ELT Representations and Warranties  GeneralAttachment C-2:
    
    Seller and Seller ELT Representations and Warranties  LoansAttachment C-3:
    
    Seller Representations and Warranties  AdditionalAttachment C-4:
    
    Purchaser ELT Representations and WarrantiesAttachment D-1:
    
    Seller CovenantsAttachment D-2:
    
    Seller ELT CovenantsAttachment D-3:
    
    Purchaser CovenantsAttachment D-4:
    
    Purchaser ELT CovenantsAttachment E:
    
    Notice AddressesAttachment F:
    
    Form of Subordinated Credit AgreementAttachment G:
    
    Form of Annual Statement of Compliance




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STUDENT LOAN PURCHASE AGREEMENT
 Agreement Closing Date Seller Seller ELT Seller Parties Purchaser Purchaser ELT Purchaser Parties
       SECTION 1. TERMS
 Attachment A
  1




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SECTION 2. COMMITMENT TO LEND UNDER FFELP
 Commitment Reporting Date Section 2
  SECTION 3. DEFINITIONS
  Benefit Plan
 Bill of Sale Attachment A
 Blanket Endorsement Attachment B
 Cash Proceeds
 Collateral Security Interest Section 4(e)
 Commitment Amount
  2




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Commitment Reporting Date Section 2
 Deemed Liabilities
 Department Put Option
 ERISA Affiliate clause (a) clause (b)
 Excluded Loan
 Funding Note Purchase Agreement
 Loan
 Loan Transfer Statement
 Market Adjustment
 Material Adverse Effect
 Multiemployer Plan
  3




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Net Cash Proceeds Cash Proceeds
 Purchase Price
 Related Security
 Repurchase Amount Section 6(a)
 Repurchase Event
    Repurchase Event Fees and Expenses Section 6(a)
 Sale Termination Date
 Security Release Certification
 Seller Indemnified Amounts Section 9
 Seller Indemnified Party Section 9
 Servicer
 Subordinated Credit Facility Attachment F
  4




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Transfer Section 4(a)
 Transfer Agreement
 Transfer Date
 Transfer Document Section 15
 SECTION 4. TRANSFER OF LOANS
 Consummation of Transfer Transfer Section 4(d)
 Interest Subsidy and Special Allowance Payments
 Settlement of Purchase Price
   clause (i)
      5




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Conditions Precedent to Transfer
 Execution and Delivery of Bill of Sale
 Endorsement
 Loan Transfer Statement
 Payment of Purchase Price Section 4(c)
 Servicing Agreement
 Loan Data Schedule rd
 Notice of Intent to Participate
 Trust Receipt
 Power of Attorney
  6




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Grant of Collateral Security Interest Collateral
Security Interest
 Intent of the Parties
 Power of Attorney
 SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS
 Representations and Warranties of the Seller with respect to the Seller Attachment C-1 Attachment C-1 Attachment C-3
 Representations and Warranties of the Seller with respect to the Loans Attachment C-2 Attachment C-2
 Representations and Warranties of the Purchaser Attachment C-4
 Representations and Warranties of the Purchaser ELT Attachment C-4
 Covenants of the Seller Attachment D-1
  7




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Covenants of the Seller ELT Attachment D-2
 Covenants of the Purchaser Attachment D-3
 Covenants of the Purchaser ELT Attachment D-4
 SECTION 6. REPURCHASE
 Repurchase of Student Loans; Repurchase th Repurchase Amount provided Section 6 Repurchase Event Fees and Expenses
  Release of Lien Upon Purchase of Student Loan Section 6(a) Section 6(a)
 SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
    8




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SECTION 8. CONTINUING OBLIGATION OF THE SELLER
  th Attachment G th
  SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
 Seller
Indemnified Party Seller Indemnified Amounts excluding however
   9




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clauses (j) (k) provided clause (l)
   10




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Section 6
 clause (m)
 Section 9 th
 Section 9 Section 9
 SECTION 10. LIMITATION ON LIABILITY OF ELIGIBLE LENDER TRUSTEES
    11




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SECTION 11. EXPENSES
 provided
  SECTION 12. SURVIVAL OF COVENANTS
  SECTION 13. NOTICES
 Attachment E Section 13
 SECTION 14. FORM OF INSTRUMENTS
   12




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SECTION 15. WAIVERS AND AMENDMENTS
 Transfer Document
 provided Section 15 Section 13
 SECTION 16. NON-PETITION COVENANTS
 provided however
   13




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SECTION 17. GOVERNING LAW
  SECTION 18. SUCCESSORS AND ASSIGNS
  SECTION 19. INTENDED THIRD PARTY BENEFICIARIES
  SECTION 20. TAX TREATMENT
  SECTION 21. SUBMISSION TO JURISDICTION
 SECTION 21
   14




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[Signatures Follow]
  15




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IN WITNESS WHEREOF
 NATIONAL EDUCATION LOAN NETWORK, INC., 
as SellerBy:
    /s/ Michael S. DunlapName:
    Michael S. DunlapTitle:
    PresidentUNION BANK AND TRUST COMPANY, not in its individual capacity
but solely as Seller ELTBy:
    /s/ Tom SullivanName:
    Tom SullivanTitle:
    Vice PresidentNELNET SUPERCONDUIT FUNDING, LLC, as PurchaserBy:
    /s/ Hannah SmitterbergName:
    Hannah SmitterbergTitle:
    Assistant Vice PresidentZIONS FIRST NATIONAL BANK, not in its individual capacity but
solely as Purchaser ELTBy:
    /s/ David W. BataName:
    David W. BataTitle:
    Vice President and Trust Officer  S-1




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ATTACHMENT A
 FORM OF
BILL OF SALE NUMBER [__]   [TRANSFER DATE]
 Bill of Sale [TRANSFER DATE] Seller Seller ELT Seller Parties Purchaser Purchaser ELT
 W I T N E S S E T H :
 Student Loan
Purchase Agreement
 Annex I Loan Portfolio
  1.
    
    Definitions. Each capitalized term used but not defined herein has the meaning ascribed
thereto in the Student Loan Purchase Agreement.
 2.
    
    Transfer. Subject to the terms and conditions of the Student Loan Purchase Agreement and in
consideration for payment by the Purchaser to the Seller of the Purchase Price (as set forth
below), the Seller Parties hereby grant, sell, assign, transfer, convey and, to the extent
applicable, contribute to the Purchaser Parties, and the Purchaser Parties hereby accept, the
entire right, title and interest of the Seller Parties in the Loan Portfolio (collectively,
the Transfer).
 3.
    
    Purchase Price. The purchase price for the Loan Portfolio is $[ ] (the Purchase Price).
Each of the parties hereto agrees that the Purchase Price represents fair consideration and
reasonably equivalent value for the Loan Portfolio and is equal to the fair market value of
such Loan Portfolio based on current market conditions as of the date hereof. In payment of
the Purchase Price, the Purchaser has caused $[ ] of immediately available funds to be wire
transferred to the Sellers Account (as defined below). The Seller and the Purchaser hereby
agree that in accordance with Section 4(c) of the Student Loan Purchase Agreement, the
remaining portion of the Purchase Price 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.
 4.
    
    Sellers Account. The Purchaser has caused the cash portion of the Purchase Price to be wire
transferred to the following account (the Sellers Account):
   A-1




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5.
    
    Intent. The parties hereto intend that the Transfer be, and be construed as, a true sale
and, if applicable, contribution of the Loan Portfolio from the Seller Parties to the
Purchaser Parties. However, in the event that notwithstanding the intention of the parties
hereto, the Transfer is deemed to be a transfer for security, then the Seller Parties hereby
grant to the Purchaser Parties a continuing security interest in the Loan Portfolio to secure
a loan in an amount equal to the Purchase Price and each of the Seller and the Purchaser
hereby represents and warrants, as to itself, that each remittance by the Purchaser to the
Seller of the Purchase Price (other than any portion of the Purchase Price deemed to be a
capital contribution) will have been (i) the incurrence of a debt incurred in the ordinary
course of business or financial affairs of the Purchaser and the Seller and (ii) made in the
ordinary course of business or financial affairs of the Purchaser and the Seller.
 6.
    
    Guarantor Notification. Each of the Seller Parties authorizes the Purchaser ELT to use a
copy of this Bill of Sale, including the Loan Transmittal Summary Form attached hereto (in
lieu of Department Form OE 1074), as official notification to the applicable Guarantors of
assignment to the Purchaser ELT of the Loan Portfolio.
 7.
    
    Governing Law. THIS BILL OF SALE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
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
BILL OF SALE OR THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, 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.
 8.
    
    Submission to Jurisdiction. 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 BILL OF SALE OR THE TRANSACTIONS CONTEMPLATED
HEREBY. 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 8
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. 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 BILL OF
SALE. 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 BILL OF SALE OR THE TRANSACTIONS CONTEMPLATED HEREBY 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 THE PURCHASER, THE
PURCHASER ELT OR ANY SUCCESSOR TO OR ASSIGNEE OF EITHER OF THEM.
  A-2




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9.
    
    Student Loan Purchase Agreement. This Bill of Sale is one of the Bills of Sale referred to
in the Student Loan Purchase Agreement. The terms and provisions of the Student Loan Purchase
Agreement form a part of, and are incorporated by this reference into, this Bill of Sale.
This Bill of Sale sets forth the terms and
conditions of Transfer solely with respect to the Loan Portfolio. This Bill of Sale shall
have no effect upon any other transfer of Student Loans consummated or contemplated prior to
or after the date hereof, and all other terms, conditions and agreements contained in the
Student Loan Purchase Agreement shall remain in full force and effect. Prior or subsequent
purchases and sales of Student Loans shall each be governed by a separate Bill of Sale.
 10.
    
    Amendment. This Bill of Sale 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 further 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 10, 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.
 11.
    
    Third-Party Beneficiary. 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 Seller Indemnified Amounts owed by
the Seller and to enforce the terms hereof as if they were parties hereto. Further, all the
rights of the Purchaser hereunder with respect to any Student Loans included in the Loan
Portfolio 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
all repurchase and other rights against the Seller upon the occurrence of any of the
conditions set forth in the Department Put Agreement with respect to such Student Loan.
 12.
    
    Limitation of Liability. Notwithstanding anything contained herein to the contrary, this
Agreement has been, and each 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.
 [Signatures Follow]
  A-3




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IN WITNESS WHEREOF
 NATIONAL EDUCATION LOAN NETWORK, INC., as SellerBy:Name:Title: [Signatures Continue on the Following Page]
  A-4




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UNION BANK AND TRUST COMPANY, not in its individual capacity
but solely as Seller ELTBy:Name:Title: [Signatures Continue on the Following Page]
  A-5




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NELNET SUPERCONDUIT FUNDING, LLC,as PurchaserBy:Name:Title: [Signatures Continue on the Following Page]
  A-6




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ZIONS FIRST NATIONAL BANK, not in its individual capacity but solely as Purchaser ELTBy:Name:Title:  A-7




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LOAN TRANSMITTAL SUMMARY FORM
  1
    
    
    SSN
    
    
    9(009)
    
    Yes2
    
    
    LastName
    
    
    X(035)
    
    Yes3
    
    
    FirstName
    
    
    X(020)
    
    Yes4
    
    
    LoanNumber1
    
    
    X(019)
    
    Yes5
    
    
    Principal Balance
    
    
    9(012).99
    
    Yes6
    
    
    LoanType7
    
    
    Promissory Note Date
    
    
    8
    
    
    First Disbursement Date
    
    
    9
    
    
    Final Disbursement Date
    
    
    10
    
    
    Loan Period Begin Date
    
    
    11
    
    
    Loan Period End Date
    
    
    12
    
    
    Loan Status Code13
    
    
    Seller or Eligible
Direct Issuer LID14
    
    
    Original Lender LID15
    
    
    Guarantor
    
    
    9(003)
    
    Yes16
    
    
    Servicer
    
    
    X(008)
    
    Yes17
    
    
    School Type
    
    
    X(009)
    
    Four Year, Two Year, Proprietary/Vocational, Other; See table below.
  
 
 1
    
    Loan Number shall be a unique identifying number for
each Student Loan. Such number must also be included in the information given
to the accountants and the Conduit Administrator for any sample pool of Student
Loans in connection with any Agreed Upon Procedures Letter.  A-8




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ATTACHMENT B
 FORM OF
BLANKET ENDORSEMENT
 [TRANSFER DATE]
 [TRANSFER DATE] Seller Seller ELT Seller
Parties Purchaser Purchaser ELT Bill of
Sale
 Promissory Note Section 6
    THE SALE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS SET FORTH IN THE
BILL OF SALE, INCLUDING THIS BLANKET ENDORSEMENT. BY EXECUTION HEREOF, EACH OF THE SELLER PARTIES
ACKNOWLEDGES THAT SUCH PARTY HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS
AND COVENANTS OF THE BILL OF SALE.
  B-1




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IN WITNESS WHEREOF
 SELLER
    
    PURCHASERNATIONAL EDUCATION LOAN NETWORK,
INC.
    
    NELNET SUPERCONDUIT FUNDING, LLCBy:
    
    
    
    
    
    By:(Signature of Authorized Officer)
    
    
    
    (Signature of Authorized Officer)Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Date of Sale:
    
    
    Date of Purchase:
 SELLER ELT
    
    PURCHASER ELTUNION BANK AND TRUST COMPANY, not
in its individual capacity but
solely as Seller ELT
    
    ZIONS FIRST NATIONAL BANK, not in its
individual capacity but solely as
Purchaser ELTLender Code:
    
    
    Lender Code:By:
    
    
    
    
    
    By:(Signature of Authorized Officer)
    
    
    (Signature of Authorized Officer)Name:
    
    
    
    
    Name:Title:
    
    
    
    
    Title:Date of Sale:
    
    
    Date of Purchase:
  B-2




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ATTACHMENT C-1
 SELLER AND SELLER ELT REPRESENTATIONS AND WARRANTIES
 GENERAL
      clause (1)
  C-1-1




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C-1-2




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C-1-3




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ATTACHMENT C-2
 SELLER AND SELLER ELT REPRESENTATIONS AND WARRANTIES
 LOANS
          C-2-1




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C-2-2




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C-2-3




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ATTACHMENT C-3
 SELLER REPRESENTATIONS AND WARRANTIES
 ADDITIONAL
  provided subsection (ii)
     C-3-1




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ATTACHMENT C-4
 PURCHASER AND PURCHASER ELT REPRESENTATIONS AND WARRANTIES
        C-4-1




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ATTACHMENT D-1
 SELLER COVENANTS
    (A)
    
    giving prior written notice to the Purchaser, the Department and the
Conduit Administrator; and
 (B)
    
    taking, at its own expense, all actions reasonably requested by
either Purchaser Party, the Department or the Conduit Administrator in order to
perfect, maintain and protect the interest of the Purchaser Parties in the Loans
and the Related Security with respect thereto, including, without limitation, the
Collateral Security Interest.
 clause (a) provided it being understood provided
  (A)
    
    Except as expressly set forth in the Transaction Documents, the
Purchasers operating expenses are not paid by the Seller;
 (B)
    
    The books and records of the Seller are maintained separately from
those of the Purchaser;
 (C)
    
    Except as expressly set forth in the Transaction Documents, the funds
of the Seller are not commingled with those of the Purchaser;
 (D)
    
    The Seller strictly observes corporate formalities in its dealing
with the Purchaser;
 (E)
    
    The Seller maintains an arms length relationship with the Purchaser
and the Seller is compensated at market rates for any services it renders or
otherwise furnishes to the Purchaser; and
 (F)
    
    Except as expressly set forth in the Transaction Documents, the
Seller is not, and does not hold itself out to be, responsible for the debts of
the Purchaser or the decisions or actions in respect of the daily business and
affairs of the Purchaser.
  D-1-1




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(A)
    
    executing, authorizing and filing financing or continuation
statements, or amendments thereof, in form and substance reasonably satisfactory
to the Purchaser Parties, the Department and the Conduit Administrator;
 (B)
    
    delivering to the Conduit Administrator, the Department or applicable
Subcustodian, in each case as bailee for the Conduit Lender and in accordance with
the applicable Transfer Agreements, all manually executed Promissory Notes duly
endorsed and accompanied by duly executed instruments of transfer or assignment
and all electronic records evidencing electronically executed Promissory Notes;
and
 (C)
    
    marking conspicuously each Record in its possession or under its
control with a legend, in form and substance reasonably satisfactory to the
Purchaser, the Department and the Conduit Administrator, indicating that the
related Loan has been sold to the Purchaser and such Record is subject to a
security interest in favor of the Purchaser.
   (A)
    
    promptly and in any event within 45 days after the filing or
receiving thereof, copies of all reports, documentation and notices with respect
to (A) any Reportable Event, relating to a Benefit Plan (B) the institution of
proceedings or the taking of any other action regarding the termination of,
withdrawal from, reorganization within the meaning of Section 4241 of ERISA or
insolvency within the meaning of Section 4245 of ERISA, any Benefit Plan subject
to Title IV of ERISA which the Seller or any of its ERISA Affiliates files under
ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor
or which the Seller or any of its ERISA Affiliates receives from the PBGC, (C) a
failure to make any required contribution to a Benefit Plan, (D) the creation of
any lien against the assets of the Seller or an ERISA Affiliate in favor of the
PBGC or a Benefit Plan under ERISA or (E) the taking of any action with respect to
a Benefit Plan which could result in the requirement that the Seller or any ERISA
Affiliate furnish a bond or other security to the PBGC or such Benefit Plan;
 (B)
    
    immediately upon becoming aware (i) of any failure of the Seller to
comply with the terms and conditions of this Agreement, or (ii) that any
representation, warranty or statement made by the Seller pursuant to this
Agreement was false or incorrect in any material respect when made or
deemed made, a written statement of the chief financial officer or chief
accounting officer of the Seller setting forth details of such event and the
action that the Seller proposes to take with respect thereto;
  D-1-2




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(C)
    
    promptly (but in any event within five (5) Business Days) after the
Sellers actual knowledge or receipt of notice thereof, written notice of:
 (1)
    
    the submission of any claim or the initiation or threat
of, or any material adverse development in, any legal process, litigation,
administrative or judicial investigation, or rule making or disciplinary
proceeding by or against the Seller that could have a Material Adverse
Effect;
 (2)
    
    the receipt of notice (A) that the Seller is being placed
under regulatory supervision, (B) that any license, permit, charter,
registration or approval necessary for the conduct of the Sellers business
is to be, or may be, suspended or revoked, or (C) ordering the Seller to
cease and desist from any practice, procedure or policy employed by the
Seller in the conduct of its business, and such cessation could have a
Material Adverse Effect;
 (3)
    
    the commencement of any proceedings by or against the
Seller under any applicable bankruptcy, reorganization, liquidation,
rehabilitation, insolvency or other similar law now or hereafter in effect
or of any proceeding in which a receiver, liquidator, conservator, trustee
or similar official shall have been, or may be, appointed or requested for
the Seller or any of its assets; or
 (4)
    
    changes in any law, rule or regulation or the
promulgation of any proceeding or any proposed or final rule that could have
a Material Adverse Effect; or
 (D)
    
    to the extent such are available without undue hardship or expense,
promptly after receipt of written request therefor, such other information,
documents, records or reports respecting the Loans or the condition or operations
(financial or otherwise) of the Seller as the Purchaser, the Department or the
Conduit Administrator may reasonably request in order to protect the interests of
the Purchaser Parties and the Department hereunder.
   D-1-3




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ATTACHMENT D-2
 SELLER ELT COVENANTS
  (A)
    
    giving prior written notice to the Purchaser, the Department and the
Conduit Administrator; and
 (B)
    
    cooperating, at the sole cost and expense of the Seller, with all
actions reasonably requested by either Purchaser Party, the Department or the
Conduit Administrator in order to perfect, maintain and protect the interest of
the Purchaser Parties in the Loans and the Related Security with respect thereto,
including, without limitation, the Collateral Security Interest.
  D-2-1




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ATTACHMENT D-3
 PURCHASER COVENANTS
  (A)
    
    giving prior written notice to the Department and the Conduit
Administrator; and
 (B)
    
    taking, at the sole cost and expense of the Purchaser, all actions
reasonably requested by the Department or the Conduit Administrator in order to
perfect, maintain and protect the interest of the Purchaser in the Loans and the
Related Security with respect thereto, including, without limitation, the
Collateral Security Interest.
  D-3-1




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ATTACHMENT D-4
 PURCHASER ELT COVENANTS
  (A)
    
    giving prior written notice to the Purchaser, the Department and the
Conduit Administrator; and
 (B)
    
    cooperating, at the sole cost and expense of the Purchaser, with all
actions reasonably requested by the Purchaser, the Department or the Conduit
Administrator in order to perfect, maintain and protect the interest of the
Purchaser in the Loans and the Related Security with respect thereto, including,
without limitation, the Collateral Security Interest.
   D-4-1




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ATTACHMENT E
 NOTICE ADDRESSES
 If to the Seller:
 
 If to the Seller ELT:
 
 If to the Purchaser:
 
 with a copy to:
 
  E-1




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If to the Purchaser ELT:
 
 If to the Conduit Administrator:
 
 If to the Department:
  
  
 If to the Rating Agencies:
 
 
 If to a Servicer:
   E-2




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ATTACHMENT F
 FORM OF SUBORDINATED CREDIT AGREEMENT
 THIS SUBORDINATED CREDIT AGREEMENT Agreement Lender Company
  Funding Note Conduit Lender Funding Note Purchase Agreement
     ARTICLE I
 Section 1.01. Defined Terms Appendix A Appendix A
 Event of Default Section 5.01
 LIBOR Rate
 Loan Section 2.01
  F-1




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Maturity Date Section 5.02 provided
 Scheduled Expiration Date
 Spread
 ARTICLE II
 Section 2.01. Loans to Company provided Section 3.01
 Section 2.02. Companys Obligations Section 2.04 Section 1.05(c)
 Section 2.03. Requests for Loans
  F-2




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Section 2.04. Interest
 provided Section 2.02
 Section 2.05. Repayment and Prepayment of the Loans first second
 ARTICLE III
 Section 3.01. Representations and Warranties
      F-3




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ARTICLE IV
 Section 4.01 Compliance with Laws
 Section 4.02 Keeping of Records and Books of Account
 Section 4.03 No Distributions Section 3.01
 ARTICLE V
 Section 5.01 Events of Default
 provided Section 5.01(a)
   Section 5.02 Remedies Section 5.03
 Section 5.03 Subordination Section 4.05 et seq
  F-4




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ARTICLE VI
 Section 6.01 Amendments and Waivers provided Section 6.01
 Section 6.02 Notices Section 6.02
 Section 6.03. No Waivers; Remedies
 Section 6.04 Successors and Assigns
 Section 6.05 Governing Law
  F-5




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Section 6.06 Severability
 Section 6.07. Submission to Jurisdiction SECTION 6.07
 Section 6.08. Waiver of Jury Trial
 Section 6.09. Appointment of Service Agent
 Section 6.10. Bankruptcy Non-Petition and Limited Recourse Section 1.05(c) Section 6.10
  F-6




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Section 6.11. Execution in Counterparts
 Section 6.12. Integration
 Section 6.13. Section Titles
 Section 6.14. Survival Article VI
  F-7




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NELNET SUPERCONDUIT FUNDING, LLC, as the CompanyBy:Name:Title: Address for Notices:Nelnet Superconduit Funding, LLC
c/o National Education Loan Network, Inc.
121 South 13th Street
Suite 201
Lincoln NE 68508
Attention: Carol Aversman
Fax: (402) 458-2399
Email: carol.aversman@nelnet.com
 NATIONAL EDUCATION LOAN NETWORK, INC., as the LenderBy:Name:Title: Address for Notices:National Education Loan Network, Inc.
121 South 13th Street
Suite 201
Lincoln NE 68508
Attention: Carol Aversman
Fax: (402) 458-2399
Email: carol.aversman@nelnet.com
  F-8




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FORM OF SUBORDINATED PROMISSORY NOTE
  
 Purchaser  Subordinated Credit Agreement
  Note th th th
  provided
  F-9




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provided however
   et seq
    F-10




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NELNET SUPERCONDUIT FUNDING, LLCBy:Name:Title:  F-11




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ATTACHMENT G
 FORM OF ANNUAL STATEMENT OF COMPLIANCE
  [DATE]
 
 Seller Student Loan Purchase Agreement
 1.
    
    A review of the activities of the Seller as they relate to the Transaction
Documents (as defined in the Student Loan Purchase Agreement), and of the Sellers
performance under the Transaction Documents, for the period from January 1 through
December 31 has been made under my supervision.
 2.
    
    To the best of my knowledge, based on such review, Seller has fulfilled all of
its obligations in all material respects under the Transaction Documents throughout the
period from January 1 through December 31.
  NATIONAL EDUCATION LOAN NETWORK, INC., as SellerBy:Name:Title:  G-1