<PAGE>
Exhibit 4.3
EXECUTION COPY
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND
SERVICING
AGREEMENT (this "Amendment") dated as of March 28, 2007, is made
among FIRST
NATIONAL FUNDING LLC, in its capacity as transferor ("Transferor")
and in its
capacity as depositor (as defined in Item 1101(e) of Regulation
AB)
("Depositor"), FIRST NATIONAL BANK OF OMAHA, as servicer
("Servicer"), and THE
BANK OF NEW YORK TRUST COMPANY, N.A., as successor trustee to The
Bank of New
York ("Trustee") and is consented to by each of the parties
executing and
delivering a consent and waiver attached hereto as Exhibit C
(collectively, the
"Consent Parties"). Capitalized terms used in this Amendment and
not otherwise
defined shall have the meanings ascribed to them in or pursuant to
the Second
Amended and Restated Pooling and Servicing Agreement dated as of
October 24,
2002, among Transferor, Servicer and Trustee (the "Pooling and
Servicing
Agreement").
RECITALS:
A.
Transferor, Servicer and Trustee are parties to the Pooling and
Servicing Agreement.
B.
Transferor, Servicer and Trustee wish to amend the Pooling and
Servicing
Agreement in certain respects as set forth herein.
NOW
THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, Transferor, Servicer and Trustee hereby agree as
follows:
SECTION 1. AMENDMENTS.
(a) Section 3.05 of
the Pooling and Servicing Agreement is hereby amended
and restated in its entirety, as follows:
SECTION 3.05 ANNUAL SERVICER'S CERTIFICATES.
(a) Reference is made to Subpart 229.1100--Asset-Backed
Securities
(Regulation AB) of Commodity
and Securities Exchanges, 17 C.F.R. Sections
229.1100- 229.1123, as amended ("Regulation AB"). On or before
March 15 of
each
fiscal year of the Servicer, beginning with March 15, 2008, for
so
long
as the Depositor is required to report under The Securities
Exchange
Act
of 1934, as amended (the "Exchange Act") and in order to comply
with
Item
1123 of Regulation AB, the Servicer shall deliver to the Trustee,
any
Enhancement
146
<PAGE>
Provider and the Rating Agency, an Officer's Certificate
substantially in
the
form of Exhibit D-2. Unless otherwise changed by the Servicer,
the
fiscal year of the Servicer begins on January 1 and ends on
December 31. A
copy
of such certificate may be obtained by any Investor
Certificateholder
by a
request in writing to the Trustee addressed to the Corporate
Trust
Office.
(b) On or before March 15 of each fiscal year of the Depositor,
beginning on March 15, 2008,
for so long as the Depositor is required to
report under the Exchange Act and in order to comply with Item 1122
of
Regulation AB, the Servicer shall deliver to Trustee, any
Enhancement
Provider and the Rating Agency, a report assessing its compliance
with the
servicing criteria specified in paragraph (d) of Item 1122 of
Regulation AB
during the immediately preceding calendar year, as required under
paragraph
(b)
of Rule 13a-18 and Rule 15d-19 of the Exchange Act and Item 1122
of
Regulation AB. Such report, in the form of an Officer's
Certificate
substantially in the form of Exhibit D-3, shall address the
servicing
criteria specified in paragraph (d) of Item 1122 of Regulation AB,
as set
forth on Schedule I attached to such Officer's Certificate, except
for any
of
the servicing criteria that the Servicer has determined is
inapplicable
to
the servicing activities it performed during the immediately
preceding
calendar year. Unless otherwise changed by the Depositor, the
fiscal year
of
the Depositor begins on January 1 and ends on December 31. A copy
of
such
certificate may be obtained by any Investor Certificateholder by
a
request in writing to the Trustee addressed to the Corporate Trust
Office.
(c) (i) On or before March 31, 2007, the Servicer will deliver,
as
provided in Section 13.05, to the Trustee, any Enhancement Provider
and the
Rating Agency an Officer's Certificate substantially in the form of
Exhibit
D
stating that (a) a review of the activities of the Servicer during
the
12-month period ending on December 31 of the prior calendar year,
and of
its
performance under this Agreement, as amended, was made under
the
supervision of the officer signing such certificate, (b) to the
best of
such
officer's knowledge based on such review, the Servicer has
fully
performed all its obligations under this Agreement, as amended,
throughout
such
period, or, if there has been a default in the performance of any
such
obligation, specifying each such default known to such officer and
the
nature and status thereof, (c) during such period, for each
outstanding
Series, the Servicer prepared the monthly reports required by
Section
3.04(b) and each other monthly report required by the applicable
Supplement
in
accordance with Section 3.04(b) and the applicable provisions of
each
such
Supplement, (d) the amounts included in such reports agree with
the
computer records of the Servicer and (e) the calculated amounts
included in
such
reports are mathematically correct and made in accordance with
the
applicable definitions in this Agreement, as amended, and the
other
applicable Transaction Documents. A copy of such certificate may
be
obtained by any Investor Certificateholder by a request in writing
to the
Trustee addressed to the Corporate Trust Office.
147
<PAGE>
(ii)
To the extent the Servicer is not obligated to deliver the
Officer's
Certificates specified in subsections 3.05(a) and 3.05(b) and
unless
otherwise specified in the applicable Supplement, the Servicer may,
at its
option, elect to provide either the Officer's Certificates
specified in
subsections 3.05(a) and 3.05(b) or the Officer's Certificate
specified in
subsection 3.05(c), on or before March 15 of each calendar year,
beginning
March 15, 2008.
(b)
Section 3.06 of the Pooling and Servicing Agreement is hereby
amended,
in its entirety, as follows:
SECTION 3.06. ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT.
(a) ATTESTATION REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
PURSUANT
TO
ITEM 1123 OF REGULATION AB. On or before March 15 of each fiscal
year of
the
Depositor, beginning on March 15, 2008, for so long as the
Depositor is
required to report under the Exchange Act and in order to comply
with Item
1123
of Regulation AB, the Servicer shall cause an independent
registered
public accounting firm (who may also render other services to the
Servicer
or
Transferor) to furnish a report (addressed to the Trustee) to
the
Trustee, any Enhancement Provider and the Rating Agency, that
attests to,
and
reports on, the assessment of compliance with the servicing
criteria
made
by the Servicer pursuant to Section 3.05(b) of this Agreement,
as
amended. Such attestation report shall be made in accordance with
standards
for
attestation engagements issued or adopted by the Public Company
Accounting Oversight Board and in accordance with Rules 1-02(a)(3)
and
2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Unless otherwise provided with respect to any Series in the
related
Supplement, a copy of such attestation report may be obtained by
any
Investor Certificateholder by a request in writing to the Trustee
addressed
to
the Corporate Trust Office.
(b) ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. (i) On or
before
March 31, 2007, the Servicer shall provide to the Trustee, any
Enhancement
Provider and the Rating Agency a copy of the report required by 12
C.F.R.
Section 363.3(b) (or any comparable successor regulation) from a
firm of
nationally recognized independent certified public accountants (who
may
also
render other services to the Servicer or the Transferor) to the
effect
that, in accordance with attestation standards established by the
American
Institute of Certified Public Accountants, such firm has examined
the
Servicer's assertion that it maintained effective internal
accounting
controls during the preceding calendar year, and that such firm is
of the
opinion that the Servicer's assertion is fairly stated in all
material
respects, based on the criteria established in "Internal
Control-Integrated
Framework" issued by the Committee of Sponsoring Organizations of
the
Treadway Commission. Unless otherwise provided with respect to any
Series
in
the related Supplement, a copy of such report may be obtained by
any
Investor Certificateholder by a request in writing to the Trustee
addressed
to
the Corporate Trust Office.
148
<PAGE>
(ii)
On or before March 31, 2007, the Servicer shall cause a firm of
nationally recognized independent certified public accountants (who
may
also
render other services to the Servicer or the Transferor) to furnish
a
report (or reports) to the Trustee, prepared using attestation
standards
established by the American Institute of Certified Public
Accountants, to
the
effect that they have examined the Servicer's assertions for
each
outstanding Series made pursuant to subsections 3.05(c)(i)(c), (d)
and (e)
above, and have concluded that such assertions are fairly stated in
all
material respects, except for such exceptions as shall be set forth
in such
report. The Servicer shall also provide copies of the report for
each
Series to each Rating Agency and Enhancement Provider. A copy of
such
report may be obtained by any Investor Certificateholder by a
request in
writing to the Trustee addressed to the Corporate Trust Office.
(iii) To the extent the Servicer is not obligated to deliver
the
attestation report specified in subsection 3.06(a) and unless
otherwise
specified in the applicable Supplement, the Servicer may, at its
option,
elect to provide either the attestation report specified in
subsection
3.06(a) or the accountant reports specified in subsections
3.06(b)(i) and
(ii), on or before March 15 of each calendar year, beginning March
15,
2008.
(c)
The Pooling and Servicing Agreement is further amended by the
addition
of Exhibit D-2, Servicer Compliance Certificate Pursuant to Item
1123 of
Regulation AB Under The Securities Exchange Act of 1934, a copy of
which is
attached hereto as Exhibit A.
(d
