AMENDMENT NO. 1 TO
POOLING AND SERVICING
AGREEMENT
Dated as of December 22,
2005
Among
FIRST HORIZON ASSET SECURITIES
INC.
Depositor
FIRST HORIZON HOME LOAN
CORPORATION
Master Servicer
and
THE BANK OF NEW YORK
Trustee
With respect to that
certain
POOLING AND SERVICING
AGREEMENT
Dated as of March 1, 2005
FIRST HORIZON ALTERNATIVE MORTGAGE
SECURITIES TRUST 2005-FA3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-FA3
THIS
AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT dated as of
December 22, 2005 (this “Amendment No. 1”), is
executed among FIRST HORIZON ASSET SECURITIES INC., a Delaware
corporation, as depositor (the “Depositor”), FIRST
HORIZON HOME LOAN CORPORATION, a Kansas corporation, as master
servicer (the “Master Servicer”), and THE BANK OF NEW
YORK, a banking corporation organized under the laws of the State
of New York, as trustee (the
“Trustee”).
RECITALS
A.
The Depositor, the Master Servicer and the
Trustee are parties to that certain Pooling and Servicing Agreement
dated as of March 1, 2005 (the “Agreement”), by and
among the Depositor, the Master Servicer and the
Trustee.
B.
The Depositor, the Master Servicer and the
Trustee desire to amend the Agreement to describe the loss
allocation provisions applicable to the Class I-A-1 and Class I-A-4
Certificates and designate the Class I-A-1 and Class I-A-4
Certificates as “Super Senior Certificates” and
“Senior Support Certificates,”
respectively.
C.
The amendments contemplated hereby are permitted
under Section 11.1 of the Agreement.
D.
The Trustee has received an Opinion of Counsel
from Andrews Kurth LLP in substantially the form attached hereto as
Annex A , to the effect that (i) this Amendment No.1 is
permitted and is not prohibited by the Agreement and that all
requirements for amending the Agreement have been complied with;
(ii) either (A) this Amendment No. 1 does not adversely affect in
any material respect the interests of any Certificateholder or (B)
the conclusion set forth in the immediately preceding clause (A) is
not required to be reached pursuant to Section 11.1 of the
Agreement; and (iii) this Amendment No. 1 will not cause the
imposition of any tax on the Certificateholders or any REMIC
created under the Agreement or cause any REMIC to fail to qualify
as a REMIC at any time that any Certificates are
outstanding.
E.
The holders of the Class I-A-4 Certificates have
executed a Consent of Certificateholders to Amendment No. 1 to
Pooling and Servicing Agreement in substantially the form attached
hereto as Annex B to consent to and adopt this Amendment No.
1.
WITNESSETH THAT
ARTICLE I
AMENDMENT TO AGREEMENT
The
following defined terms under the Preliminary Statement of the
Agreement are hereby amended and restated in their entirety for all
purposes of the Agreement to read as follows:
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Senior
Support
Certificates
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The
Class I-A-4 Certificates.
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Super
Senior Certificates
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The
Class I-A-1Certificates.
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Section
4.4(b)(iii) of the Agreement is hereby amended and restated in its
entirety for all purposes of the Agreement to read as
follows:
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Commencing on the Cross-over Date, the
applicable Non-PO Percentage of the principal portion
of
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