POOL SUPPLEMENT RBS CITIZENS, N.A. (SUCCESSOR TO CHARTER ONE BANK, N.A.)
EXHIBIT
99.31
RBS
CITIZENS, N.A. (SUCCESSOR TO CHARTER ONE BANK, N.A.)
This
Pool
Supplement (the “Supplement”) is entered into pursuant to and forms a
part of each of the Note Purchase Agreements (the “Agreements”) set forth
on Schedule 1 attached hereto, each as amended or supplemented from the
date of execution of the Agreement through the date of this Supplement, by
and
between The First Marblehead Corporation and RBS Citizens, N.A., successor
by
merger to Charter One Bank, N.A. (the “Program Lender”). This
Supplement is dated as of September 20, 2007. Capitalized terms used
in this Supplement without definitions have the meanings set forth in the
Agreements.
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
Agreements (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 2 (the “Transferred Loans”) along with all of
the Program Lender’s rights under the Guaranty Agreement, and any agreement
pursuant to which ▇▇▇▇ granted collateral for its obligations under the Guaranty
Agreement, relating to the Transferred Loans. The Depositor in turn
will sell the Transferred Loans to a Purchaser Trust. The Program
Lender hereby transfers and delivers to the Depositor each Note evidencing
such
Transferred Loan and all Origination Records relating thereto, together with
any
additional information relating to the Transferred Loans heretofore provided
by
▇▇▇▇ (as origination agent) to the Servicer or FMC in connection with the
subject Securitization Transaction. 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 2.04 of the Agreements.
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 Agreements for the benefit of each of the Depositor and the
Purchaser Trust and confirms the same are true and correct as of the date hereof
with respect to the Agreements 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
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 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 Agreements 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 Agreements 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 Agreements or this Supplement, (ii) seeking
to
prevent the consummation of any of the transactions contemplated by the
Agreements 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 Agreements
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
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 Agreements, the Origination Agreements
and the Servicing Agreements to the extent the same relate to the Transferred
Loans described in Schedule 2, 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 any collateral pledged by ▇▇▇▇ to the Program
Lender to secure its obligations under the Guaranty Agreement that relates
to
the Transferred Loans, and Program Lender hereby releases any security interest
it may have in such collateral. 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 | |||
|
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Senior Vice President | |||
|
RBS
CITIZENS, N.A., successor by merger to CHARTER ONE BANK,
N.A.
|
|||
|
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
Name:
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
||
| Title: |
Vice
President
|
||
| THE NATIONAL COLLEGIATE FUNDING LLC | |||
|
|
By:
|
GATE Holdings, Inc., Member | |
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| Vice President |
Schedule
1
Note
Purchase Agreements
Each
of
the Note Purchase Agreements, as amended or supplemented, entered into by and
between The First Marblehead Corporation and:
|
·
|
Charter
One Bank, N.A., dated as of December 29, 2003 for loans that were
originated under Charter One’s AAA Southern New England Bank Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated October 31, 2003, for loans that were originated
under Charter One’s AES EducationGAIN Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated June 30, 2003, for loans that were originated
under
Charter One’s Citibank Education Assistance Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated July 1, 2002, for loans that were originated
under
Charter One’s College Loan Corporation Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 10, 2004, for loans that were originated
under
Charter One’s EdFinancial Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated September 15, 2003, for loans that were originated
under Charter One’s Extra Credit II Loan Program (North Texas Higher
Education).
|
|
·
|
Charter
One Bank, N.A., dated September 20, 2003, for loans that were originated
under Charter One’s M&I Alternative Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated November 17, 2003, for loans that were originated
under Charter One’s National Education Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated May 15, 2002, for loans that were originated
under
Charter One’s NextStudent Alternative Loan
Program.
|
|
·
|
Charter
One Bank, N.A., dated March 25, 2004, for loans that were originated
under
Charter One’s Astrive and AstriveAlliance Education (f/k/a START) Loan
Programs.
|
|
·
|
Charter
One Bank, N.A., dated February 15, 2005, for loans that were originated
under Charter One’s Referral Loan Program (including loans in the Charter
One Bank Alternative Loan Program, E-Loan Private Loan Program, UPromise
Alternative Loan Program, Collegiate Solutions Alternative Loan Program,
College Board Alternative Loan Program, Axiom Alternative Loan Program,
American Student Loan Services Private Loan Program, nBuy Private
Loan
Program and ThinkFinancial Alternative Loan
Program).
|
Schedule
2
[Transferred
Charter One Bank
Loans]