FIRST FRANKLIN MORTGAGE LOAN TRUST, SERIES 2005-FF7 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of May 24, 2006 First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2005-FF7
_____________________
AMENDMENT
NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated
as
of May 24, 2006
_________________________
First
Franklin Mortgage Loan Trust
Mortgage
Loan Asset-Backed Certificates,
Series
2005-FF7
AMENDMENT
NO. 1
AMENDMENT
NO. 1 (this “Amendment”) effective as of August 1, 2005 (the “Effective Date”),
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, COUNTRYWIDE
HOME LOANS SERVICING LP as Servicer and U.S. BANK NATIONAL ASSOCIATION as
Trustee.
PRELIMINARY
STATEMENT
WHEREAS,
the Depositor, the Servicer and the Trustee, are parties to the Pooling and
Servicing Agreement, dated as of August 1, 2005 (the “Agreement”);
WHEREAS,
Section 11.01 of the Agreement provides that the Agreement may be amended by
the
Depositor, the Servicer and the Trustee; and
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1. Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms
in the Agreement.
2. Amendments
The
first
paragraph of Section 5.02(b) shall be replaced in its entirety with the
following:
(b) No
transfer of any Class M-12 Certificate, Class CE Certificate, Class P
Certificate or Residual Certificate (collectively, the “Private Certificates”)
shall be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “1933 Act”), and an
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of a Private Certificate is
to
be made without registration or qualification (other than in connection with
(i)
the initial transfer of any such Certificate by the Depositor to an Affiliate
of
the Depositor or,
in
the case of the Class R-X Certificates, the first transfer by an Affiliate
of
the Depositor or the first transfer by the initial transferee of an Affiliate
of
the Depositor,
(ii)
the transfer of any such Class CE, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii) a
transfer of any such Certificate from the issuer under the Indenture or the
indenture trustee under the Indenture to the Depositor or an Affiliate of the
Depositor), the Trustee and the Certificate Registrar shall each require receipt
of: (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Certificateholder desiring
to effect the transfer and from such Certificateholder’s prospective transferee,
substantially in the forms attached hereto as Exhibit F-1; and (ii) in all
other
cases, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration (which Opinion of Counsel shall not be an expense
of
the Depositor, the Trustee or the Trust Fund), together with copies of the
written certification(s) of the Certificateholder desiring to effect the
transfer and/or such Certificateholder’s prospective transferee upon which such
Opinion of Counsel is based, if any. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Private
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification.
3. Except
as
expressly modified or amended in this Amendment, all of the terms, covenants,
provisions, agreements and conditions of the Agreement are hereby ratified
and
confirmed in every respect and shall remain unmodified and unchanged and shall
continue in full force and effect.
4. The
Depositor certifies that all conditions for the execution of this Amendment
have
been satisfied.
5. This
Amendment shall become effective as of the date hereof when, and only when,
the
Agent shall have received executed counterparts of this Amendment from the
parties hereto.
6. This
Amendment may be executed in counterparts, each of which shall be an original
but all of which, taken together, shall constitute one and the same instrument.
This Amendment shall be construed in accordance with the laws of the State
of
New York (excluding provisions regarding conflicts of laws) and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 as of
the
date first above written.
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MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.,
as
Depositor
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By:
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/s/
Xxxxxxx Xxxxxxx
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Name:
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Xxxxxxx
Xxxxxxx
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Title:
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Associate
Director
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By:
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Associate
Director
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COUNTRYWIDE
HOME LOANS SERVICING LP, as Servicer
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By:
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/s/
Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Vice
President
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U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Vice
President
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