CHARTER ONE BANK, N.A.
EXHIBIT
99.20
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 XXXX 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.
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 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 XXXX 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 XXXX 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/ Xxxx X. Xxxxxx | |
|
|
||
|
Xxxx
X.
Xxxxxx
Senior Executive Vice
President
|
||
| CHARTER ONE BANK, N.A. | ||
| |
|
|
| By: | /s/ Xxxx XxXxxxxx | |
|
|
||
|
Name: Xxxx
XxXxxxxx
Title: Vice
President
|
||
|
By: GATE
Holdings, Inc., Member
|
||
| |
|
|
| By: /s/ Xxxx X. Xxxxxx | ||
|
|
||
|
Xxxx
X. Xxxxxx
President
|
||
Schedule
1
Note
Purchase Agreements
| · |
Note
Purchase Agreement dated as of October 31, 2003 by and between FMC
and the
Program Lender for AES.
|
| · |
Note
Purchase Agreement dated as of June 30, 2003 by and between FMC and
the
Program Lender for Citibank.
|
| · |
Note
Purchase Agreement dated as of July 1, 2002 by and between FMC and
the
Program Lender for CLC.
|
| · |
Note
Purchase Agreement dated as of September 20, 2003 by and between
FMC and
the Program Lender for M & I
Bank.
|
| · |
Note
Purchase Agreement dated as of November 17, 2003 by and between FMC
and
the Program Lender for National
Education.
|
| · |
Note
Purchase Agreement dated as of May 15, 2002 by and between FMC and
the
Program Lender for Nextstudent.
|
| · |
Note
Purchase Agreement dated as of September 15, 2003 by and between
FMC and
the Program Lender for North Texas Higher
Education.
|
| · |
Note
Purchase Agreement dated as of May 15, 2003 by and between FMC and
the
Program Lender for Washington Mutual
(WAMU).
|
| · |
Note
Purchase Agreement dated as of December 29, 2003 by and between FMC
and
the Program Lender for AAA Southern New England
Bank.
|
| · |
Note
Purchase Agreement dated as of December 1, 2003 by and between FMC
and the
Program Lender for the Custom Educredit Loan
Program.
|
| · |
Note
Purchase Agreement dated as of May 10, 2004 by and between FMC and
the
Program Lender for the Edfinancial Loan
Program.
|
| · |
Note
Purchase Agreement dated as of March 26, 2004 by and between FMC
and the
Program Lender for the NextStudent Private Consolidation Loan
Program.
|
| · |
Note
Purchase Agreement dated as of February 15, 2005 by and between FMC
and
the Program Lender for the Charter One Referral Loan Program (including
loans in the UPromise, Collegiate Solutions, College Board and Axiom
Alternative Loan Programs).
|
| · |
Note
Purchase Agreement dated May 15, 2002 by and between FMC and the
Program
Lender for XXXX-Guaranteed CFS Loan
Program.
|
| · |
Note
Purchase Agreement dated May 15, 2002 by and between FMC and the
Program
Lender for XXXX-Guaranteed NextStudent Loan
Program.
|
| · |
Note
Purchase Agreement dated May 25, 2004 by and between FMC and the
Program
Lender for XXXX-Guaranteed START Education Loan
Program
|
Schedule
2
[Transferred
Loans]
