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 TERI
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 al
