Unassociated Document


     

     

     

     

    
 

    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

     

    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.

     

    
      	
              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.,

              as
                Depositor

            
	 	 
	
              By:

            	
              /s/
                Anthony Beshara 

            
	
              Name:

            	
              Anthony
                Beshara 

            
	
              Title:

            	
              Associate
                Director

            
	 	 
	 	 
	
              By:

            	
              /s/
                Vadim Khoper

            
	
              Name:

            	
              Vadim
                Khoper

            
	
              Title:

            	
              Associate
                Director

            
	 	 
	 	 
	
              COUNTRYWIDE
                HOME LOANS SERVICING LP, as Servicer

            
	 	 
	 	 
	
              By:

            	
              /s/
                Jordan Cohen

            
	
              Name:

            	
              Jordan
                Cohen

            
	
              Title:

            	
              Vice
                President

            
	 	 
	 	 
	
              U.S.
                BANK NATIONAL ASSOCIATION, 

              as
                Trustee

            
	 	 
	 	 
	
              By:

            	
              /s/
                Shannon M. Rantz

            
	
              Name:

            	
              Shannon
                M. Rantz

            
	
              Title:

            	
              Vice
                President