0000950137-07-018168 Sample Contracts

FIRST NATIONAL MASTER NOTE TRUST $349,550,000 CLASS A SERIES 2007-2 ASSET BACKED NOTES UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities • New York
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SECOND AMENDMENT TO TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities

In accordance with Section 3.11 of the Transfer and Servicing Agreement dated as of October 24, 2002, as amended, among First National Funding LLC, as Transferor, First National Bank of Omaha, as Servicer, and First National Master Note Trust, as Issuer, as amended, and as acknowledged and accepted by The Bank of New York Trust Company, N.A., as successor indenture trustee to The Bank of New York, the undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [10-D][10-K] [8-K].

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities

In accordance with Section 3.09 of the Second Amended and Restated Pooling and Servicing Agreement dated as of October 24, 2002, as amended, among First National Funding LLC, as Transferor, First National Bank of Omaha, as Servicer, and The Bank of New York Trust Company, N.A., as successor Trustee to The Bank of New York, the undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [10-D][10-K] [8-K].

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