POOL SUPPLEMENT UNION FEDERAL SAVINGS BANK
EXHIBIT
99.32
UNION
FEDERAL SAVINGS BANK
This
Pool Supplement (the
“Supplement”) is entered into pursuant to and forms a part of that
certain Note Purchase Agreement (the “Agreement”) dated as of March 26,
2007, by and between The First Marblehead Corporation and Union Federal Savings
Bank (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 set forth below, 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 UFSB Astrive Conforming Loan described in the
attached Schedule 1 (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 a Purchaser Trust. The
Program Lender hereby transfers and delivers to the Depositor each UFSB Astrive
Note evidencing such Transferred Loan and all Origination Records relating
thereto, together
with any
additional information relating to the Transferred Loans heretofore provided
by
XXXX (as origination agent) to the Servicer or FMC in connection with the
subject Securitization Transaction. The Depositor hereby
purchases said UFSB Astrive 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 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
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 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 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
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 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.
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THE
FIRST MARBLEHEAD CORPORATION
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By:
/s/ Xxxx X. Xxxxxxxxx
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Xxxx
X. Xxxxxxxxx
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Senior
Vice President
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UNION
FEDERAL SAVINGS BANK
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By:
/s/ Xxxxxxx X. Xxxx XX
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Xxxxxxx
X. Xxxx XX
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President
and Chief Financial Officer
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THE
NATIONAL COLLEGIATE FUNDING LLC
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By:
GATE Holdings, Inc., Member
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By:
/s/ Xxxx X. Xxxxxxxxx
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Xxxx
X. Xxxxxxxxx
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Vice
President
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Schedule
1
[Transferred Union
Federal Savings Bank
Loans]
