Transferor Certificates Number definition
Transferor Certificates Number. [s]: ___ Transferee Certificates Number[s]: ___ Ladies and Gentlemen: In connection with our disposition of Certificates issued by the above-referenced Trust, we certify that (a) we understand that such Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) the disposition of the Certificates is subject to restrictions and requirements set forth in the Trust Agreement, and (c) we have not transferred, pledged, offered, sold or otherwise disposed of any Certificate or any interest in any Certificate to, or solicited offers to buy or accept a transfer, pledge or other disposition of any Certificate or any interest in any Certificate from, any person, or otherwise approved or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act. Very truly yours, [NAME OF TRANSFEROR] By ------------------------------------ Authorized Officer EXHIBIT E FORM OF INVESTMENT LETTER [DATE] [Name and Address of Addressees] Re: Nelnet Student Loan Trust 2004-4 formed pursuant to the Trust Agreement, dated as of September 1, 2004, between Nelnet Student Loan Funding, LLC, as Initial Certificateholder and Sponsor, and Wilmington Trust Company, as Delaware Trustee (the "Trust Agreement") Transferor Certificates Number[s]: ___ Transferee Certificates Number[s]: ___ Ladies and Gentlemen: In connection with our acquisition of Certificates issued by the above-referenced Trust, we certify that (a) we understand that the Certificates are not being, and have not been, registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being, and are required to be, transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates and based upon our present and projected net income and net worth, we believe that we can bear the economic risk of an immediate or future loss of its entire investment in the Certificates, (c) we have had the opportunity to ask questions of and have receive answers from the Trust, ...