Common use of Delivery of the Notes and Payment Therefor Clause in Contracts

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices of Xxxxx Xxxx LLP in Denver, Colorado, at 11:00 a.m., MST, on February 21, 2006 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21Febxxxxx 0, 2006 0003 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Stroock & Stroock & Xxxxx Xxxx LLP in DenverLLP, ColoradoNew York, New York, at 11:00 a.m.1:00 p.m., MSTNew York City time, on February 21July 29, 2006 2003 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Denver___________________ on __________ __, Colorado200_, at 11:00 a.m., MST, on February 21, 2006 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives Underwriters and Nelnet Fundingthe Company. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the RepresentativesUnderwriters, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding the Company and the RepresentativesUnderwriters, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in DenverStroock & Stroock & Lavan LLP, ColoradoNew York, New York, at 11:00 a.m.1:00 p.m., MSTNew York City time, on February 21Xxxx 29, 2006 2003 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21xx Xxxxxxxer 4, 2006 2001 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives Representative and Nelnet Fundingthe Company. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the RepresentativesRepresentative, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding the Company and the RepresentativesRepresentative, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Denver_________________, Colorado[City], [State], at 11:00 a.m.__ p.m., MSTNew York City time, on February 21_______ __, 2006 20__ (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver[City], Colorado[State], for inspection and packaging not later than 9:30 a.m.____ _.m., Denver ________ time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21May 00, 2006 0000 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21_______ __, 2006 200_ (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives Underwriters and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the RepresentativesUnderwriters, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the RepresentativesUnderwriters, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21Octoxxx 0, 2006 0002 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21Fexxxxxx 0, 2006 2003 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices of Xxxxx Xxxx LLP in Denver, Colorado, at 11:00 a.m., MST, on February 21May 18, 2006 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 A-7 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 A-7 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Series 2004-1 Notes shall be made at the offices office of Stroock & Stroock & Xxxxx Xxxx LLP in Denver, ColoradoLLP, at 11:00 10:00 a.m., MSTEastern Time, on February 21May 20, 2006 2004 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives Underwriters and Nelnet Fundingthe Company. On the Closing Date, the The Series 2004-1 Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the RepresentativesUnderwriters, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding the Company and the RepresentativesUnderwriters, each Class Series of Series 2004-1 Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes Series of Series 2004-1 Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("“DTC"”), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Series 2004-1 Notes to be delivered to the Underwriters shall be made available to the Underwriters in DenverNew York, ColoradoNew York, for inspection and packaging not later than 9:30 a.m., Denver New York City time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters Underwriter of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Denver[_________________], Colorado[__________], [_________], at 11:00 a.m.[_:00 _.m.], MST[__________] time, on February 21[_______ ___, 2006 ____] (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives Underwriter and Nelnet Fundingthe Company. On the Closing Date, the The Notes will be delivered to the Underwriters Underwriter against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the RepresentativesUnderwriter, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding the Company and the RepresentativesUnderwriter, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("“DTC"”), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters Underwriter shall request prior to 1:00 p.m.[_:00 _.m.]., New York City [__________] time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters Underwriter shall be made available to the Underwriters Underwriter in Denver[____________], Colorado[_________], for inspection and packaging not later than 9:30 a.m.[_:00 _.m.], Denver [____________] time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices of Xxxxx Xxxx Kutak Rock LLP in Denver, Colorado, at 11:00 a.m., MST, on February 21May 20, 2006 2000 (the xxx "Closing Xlosing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and ClearstreamDTC, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Kutak Rock LLP, Denver, Colorado, at 11:00 a.m., MSTDenver time, on February 21Octxxxx 0, 2006 0002 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver, Colorado, for inspection and packaging not later than 9:30 a.m., Denver time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Denver, Colorado_____________, at 11:00 a.m._____, MST_______ time, on February 21_________, 2006 20__ (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Fundingthe Sponsor. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Funding the Sponsor and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver____________, Colorado_________, for inspection and packaging not later than 9:30 a.m., Denver _________ time, on the business day immediately next preceding the Closing Date.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Notes shall be made at the offices office of Xxxxx Xxxx LLP in Denver, Colorado_____________, at 11:00 a.m._____, MST_______ time, on February 21_________, 2006 20__ (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representatives and Nelnet Collegiate Funding. On the Closing Date, the The Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Trust Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Representatives, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by Nelnet Collegiate Funding and the Representatives, each Class of Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC or, with respect to the Class A-6 Notes, with HSBC Bank plc, as common depositary for Euroclear and Clearstream, and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("“DTC"”), and, with respect to the Class A-6 Notes, in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee of Euroclear and Clearstream, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in Denver____________, Colorado_________, for inspection and packaging not later than 9:30 a.m., Denver _________ time, on the business day immediately next preceding the Closing Date.