National Collegiate Student Loan Trust 2004-2
POOL SUPPLEMENT (BANK ONE, N.A.)
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>15
<FILENAME>d277098.txt
<DESCRIPTION>POOL SUPPLEMENT (BANK ONE, N.A.)
<TEXT>
                                  EXHIBIT 10.14


                                 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) (the "Program Lender"). This Supplement is dated as
of October 28, 2004. 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 One
Loans") along with all of the Program Lender's rights under the Guaranty
Agreement 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 2004-2 (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 amounts paid pursuant to this Supplement are the amounts set forth
on Schedule 1 attached hereto.

         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.
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         (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 Bank One 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 Agreement 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 Agreement
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 Agreement or this Supplement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by the
Agreement 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 Agreement 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 Bank One
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 Agreement, the
Origination Agreement and the Servicing Agreement to the extent the same relate
to the Transferred Bank One 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


                                       2

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Depositor to assert such claims directly and obviate any need to make
the same claims against the Program Lender under this Supplement.


                                       3
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         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/ John A. Hupalo
                                        ---------------------------------
                                        Name:  John A. Hupalo
                                        Title: Executive Vice President


                                    BANK ONE, N.A.
                                    (Columbus, Ohio)


                                     By: /s/ Joseph F. Sergi
                                        ---------------------------------
                                        Name:  Joseph F. Sergi
                                        Title: Vice President



                                    THE NATIONAL COLLEGIATE FUNDING LLC

                                    By:  GATE Holdings, Inc., Member

                                      By: /s/ Stephen Anbinder
                                         ---------------------------------
                                         Name: Stephen Anbinder
                                         Title: President

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                                   SCHEDULE 1


                                      [**]

                       [Confidental Treatment Requested]

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                                   SCHEDULE 2


                      [On file with the Indenture Trustee]

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