BANK ONE, N.A.
EXHIBIT
99.17
2006-4
POOL SUPPLEMENT
BANK
ONE, N.A.
This
Pool
Supplement (the “Supplement”)
is
entered into pursuant to and forms a part of that certain (i) Amended and
Restated Note Purchase Agreement dated as of May 1, 2002 and (ii) Amended and
Restated Note Purchase Agreement dated as of July 26, 2002, each as amended
or
supplemented from the date of execution of the Agreement through the date of
this Supplement (together, the “Agreement”),
by
and between The First Marblehead Corporation (“FMC”)
and
Bank One, N.A. (Columbus, Ohio) by its successor by merger, JPMorgan Chase
Bank,
N.A. (the “Program
Lender”).
This
Supplement is dated as of December 7, 2006. Capitalized terms used in this
Supplement without definitions have the meanings set forth in the
Agreement.
Article
1: Purchase and Sale.
In
consideration of the Minimum Purchase Price, the Program Lender hereby
transfers, sells, sets over and assigns to The National Collegiate Funding
LLC
(the “Depositor”),
upon
the terms and conditions set forth in the Agreement (which are incorporated
herein by reference with the same force and effect as if set forth in full
herein), each student loan set forth on the attached Schedule
1
(the
“Transferred
Bank One Loans”)
along
with all of the Program Lender’s rights under the Guaranty Agreement, and any of
the Program Lender’s rights in or to the certain account pledged by ▇▇▇▇ as
collateral for its obligations under the Guaranty Agreement (the “Pledged
Account”), in each case specifically relating to the Transferred Bank One Loans.
The
Depositor in turn will sell the Transferred Bank One Loans to The National
Collegiate Student Loan Trust 2006-4 (the “Trust”).
The
Program Lender hereby transfers and delivers to the Depositor each Note
evidencing such Transferred
Bank One
Loan and
all Origination Records relating thereto, in accordance with the terms of the
Agreement. The Depositor hereby purchases said Notes on said terms and
conditions.
Article
2: Price.
The
amount paid pursuant to this Supplement is the Minimum Purchase Price, as that
term is defined in Section 2.05 of the Agreement.
Article
3: Representations and Warranties.
3.01. By
Program Lender.
The
Program Lender repeats the representations and warranties contained in Section
5.02 of the Agreement for
the
benefit of each of the Depositor and the Trust and
confirms the same are true and correct as of the date hereof with respect to
the
Agreement and to this Supplement.
3.02. By
Depositor.
The
Depositor hereby represents and warrants to the Program Lender that at the
date
of execution and delivery of this Supplement by the Depositor:
(a) The
Depositor is duly organized and validly existing as a limited liability company
under the laws of the State of Delaware with the due power and authority to
own
its properties and to conduct its business as such properties are currently
owned and such business is presently conducted, and had at all relevant times,
and has, the power, authority and legal right to acquire and own the Transferred
Bank
One
Loans.
(b) The
Depositor is duly qualified to do business and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease
of
property or the conduct of its business shall require such
qualifications.
(c) The
Depositor has the power and authority to execute and deliver this Supplement
and
to carry out its respective terms; the Depositor has the power and authority
to
purchase the Transferred Bank
One
Loans
and
rights relating thereto as provided herein from the Program Lender, and the
Depositor has duly authorized such purchase from the Program Lender by all
necessary action; and the execution, delivery and performance of this Supplement
has been duly authorized by the Depositor by all necessary action on the part
of
the Depositor.
(d) This
Supplement, together with the Agreement of which this Supplement forms a part,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
in accordance with its terms.
(e) The
consummation of the transactions contemplated by the Agreement and this
Supplement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under, the governing instruments
of
the Depositor or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound; or result in the creation or
imposition of any lien upon any of its properties pursuant to the terms of
any
such indenture, agreement or other instrument; or violate any law or any order,
rule or regulation applicable to the Depositor of any court or of any federal
or
state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its
properties.
(f) There
are
no proceedings or investigations pending, or threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Depositor or its properties: (i) asserting the
invalidity of the Agreement or this Supplement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by the Agreement or this
Supplement, or (iii) seeking any determination or ruling that is likely to
materially or adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of the Agreement or this
Supplement.
Article
4: Cross Receipt.
The
Program Lender hereby acknowledges receipt of the Minimum Purchase Price. The
Depositor hereby acknowledges receipt of the Transferred Bank
One
Loans
included in the Pool.
Article
5: Assignment of Origination, Guaranty and Servicing Rights.
The
Program Lender hereby assigns and sets over to the Depositor any claims it
may
now or hereafter have under the Guaranty Agreement, the Origination Agreement
and the Servicing Agreement to the extent the same relate to the Transferred
Bank
One
Loans
described in Schedule
1,
other
than any right to obtain servicing after the date hereof. It is the intent
of
this provision to vest in the Depositor any claim of the Program Lender relating
to defects in origination, guaranty or servicing of the loans purchased
hereunder in order to permit the Depositor to assert such claims directly and
obviate any need to make the same claims against the Program Lender under this
Supplement. The
Program Lender also hereby assigns and sets over to the Depositor any claims
it
may now have or hereafter have to the Pledged Account pledged under the Guaranty
Agreement and under the Deposit and Security Agreement that relate to the
Transferred Bank One Loans, and the Program Lender hereby releases any security
interest it may have in such Pledged Account relating to the Transferred Bank
One Loans. The Program Lender hereby authorizes the Depositor, its successors
and assigns, to file in any public filing office where a Uniform Commercial
Code
Filing with respect to collateral pledged by ▇▇▇▇ is of record, any partial
release or assignment that it deems necessary or appropriate to reflect in
the
public records the conveyance and assignment effected hereby.
[Remainder
of page intentionally blank]
IN
WITNESS WHEREOF, the parties have caused this Supplement to be executed as
of
the date set forth above.
| THE FIRST MARBLEHEAD CORPORATION | ||
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| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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▇▇▇▇
▇.
▇▇▇▇▇▇
Senior Executive Vice
President
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JPMorgan
Chase Bank, N.A, as successor by
merger
to BANK ONE, N.A. (Columbus, Ohio),
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: First
Vice President
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By: GATE
Holdings,
Inc., Member
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| By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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▇▇▇▇
▇. ▇▇▇▇▇▇
President
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Schedule
1
[Transferred
Bank One Loans]