MASTER AMENDMENT TO
POOLING AND SERVICING
AGREEMENTS
Dated as of August 11,
2006
Among
FIRST HORIZON ASSET SECURITIES INC.,
as Depositor,
FIRST HORIZON HOME LOAN CORPORATION,
as Master Servicer, and
THE BANK OF NEW YORK, as
Trustee
With respect to
POOLING AND SERVICING
AGREEMENTS
relating to
FIRST HORIZON MORTGAGE PASS-THROUGH
TRUST 2005-4
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-4
FIRST HORIZON ALTERNATIVE MORTGAGE
SECURITIES TRUST 2005-FA5
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-FA5
THIS
MASTER AMENDMENT TO POOLING AND SERVICING AGREEMENTS dated as of
August 11, 2006 (this “Master Amendment”), 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”).
R E C I T A L S :
A.
The Depositor, the Master Servicer, and the
Trustee are parties to the Agreements (as defined
below).
B.
The Depositor, the Master Servicer, and the
Trustee, desire to amend the Agreements, among other things, to
restate the definition of the Private Certificates in each of the
Agreements.
C.
The amendment contemplated hereby, with the
consent of the holders of the Certificates (as defined below), is
permitted under Section 11.1 of the Agreements.
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 this Master Amendment will not
cause the imposition of any tax on any Certificateholders or any
REMIC created under the Agreements or cause any REMIC to fail to
qualify as a REMIC at any time that any Certificates are
outstanding.
E.
The holder of the Certificates has executed a
Consent of Sole Certificateholder to Master Amendment to Pooling
and Servicing Agreements in substantially the form attached hereto
as ANNEX B to consent to and adopt this Master
Amendment.
W I T N E S E T H T H A
T
In
consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Master Amendment, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
2005-4
PSA: The Pooling and Servicing Agreement, dated as of June 1,
2005, by and among the Depositor, the Master Servicer and the
Trustee, as related to the First Horizon Mortgage Pass-Through
Trust 2005-4 and the Mortgage Pass-Through Certificates, Series
2005-4.
2005-FA5 PSA: The Pooling and Servicing
Agreement, dated as of June 1, 2005, by and among the
Depositor, the Master Servicer and the Trustee, as related to the
First Horizon Alternative Mortgage Securities Trust 2005-FA5 and
the Mortgage Pass-Through Certificates, Series 2005-FA5, as amended
by Amendment No. 1 to Pooling and Servicing Agreement, dated as of
June 12, 2005 by and among the Depositor, the Master Servicer
and the Trustee.
Agreements: Collectively, the 2005-4 PSA and
2005-FA5 PSA.
Certificates: The collective certificates listed
on SCHEDULE A attached hereto.
ARTICLE II
AMENDMENTS TO AGREEMENTS
The
following defined term under the Preliminary
State
