EXHIBIT 10.15
2005-3 POOL
SUPPLEMENT
This Pool Supplement (the “
Supplement ”) is entered into pursuant to and forms a
part of that certain (i) Note Purchase Agreement dated as of April
30, 2001 and (ii) Note Purchase Agreement dated as of June 30,
2003, 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 and Bank of America, N.A. (the “
Program Lender ”). This Supplement is dated as of
October 12, 2005. 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 set forth in Schedule 1 attached hereto, 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 2 (the “ Transferred Bank
of America Loans ”) along with all of the Program
Lender’s rights under the Guaranty Agreement relating to the
Transferred Bank of America Loans. The Depositor in turn will sell
the Transferred Bank of America Loans to The National Collegiate
Student Loan Trust 2005-3 (the “ Trust ”). The
Program Lender hereby transfers and delivers to the Depositor each
Note evidencing such Transferred Bank of America 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 amounts paid pursuant to this
Supplement are the amounts set forth on Schedule 1 attached
hereto.
Article 3: Representations and
Warranties .
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3.01.
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By Program Lender
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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.
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
