2006-4 POOL
SUPPLEMENT
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 (“ FMC
”) and Charter One 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 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 TERI granted collateral for its
obligations under the Guaranty Agreement, relating to the
Transferred Loans. The Depositor in turn will sell the Transferred
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
Loan and all Origination Records relating thereto, in accordance
with the terms of the Agreements. The Depositor hereby purchases
said Notes on said terms and conditions.
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 Trust and confirms the
same are true and correct as of the date hereof with respect to the
Agreements 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 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
fulfil
