POOL SUPPLEMENT JPMORGAN CHASE BANK, N.A.
EXHIBIT
99.28
POOL
SUPPLEMENT
JPMORGAN
CHASE BANK, N.A.
This
Pool Supplement (the
“Supplement”) is entered into pursuant to and forms a part of that
certain Amended and Restated Note Purchase Agreement dated as of May 1, 2002,
as
amended or supplemented from the date of execution of the Agreement through
the
date of this Supplement (the “Agreement”), by and between The First
Marblehead Corporation and JPMorgan Chase Bank, N.A., successor by merger to
Bank One, N.A. (Columbus, Ohio) (the “Program Lender”). This
Supplement is dated as of September 20, 2007. 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 ▇▇▇▇ 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 a Purchaser
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 Purchaser 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 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 1, 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 the Pledged Account pledged under the Guaranty
Agreement and under the Deposit and Security Agreement that relate to the
Transferred Bank One Loans, and the Program Lender hereby releases any security
interest it may have in such Pledged Account relating to the Transferred Bank
One Loans. The 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 ▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Senior Vice President | |||
|
JPMORGAN
CHASE BANK, N.A, as successor by merger to BANK ONE, N.A. (Columbus,
Ohio),
|
|||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|||
|
Title:
Vice
President
|
|||
| THE NATIONAL COLLEGIATE FUNDING LLC | |||
|
|
By:
|
GATE Holdings, Inc., Member | |
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| Vice President |
Schedule
1
[Transferred
JPMorgan Chase Bank
Loans]