Unassociated Document


    

      


      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 February 1, 2005

      


      


      FIRST
        HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA2

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2005-FA2


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      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”). 

       

      R E C I TA L S
        :

      


      A. The
        Depositor, the Master Servicer and the Trustee are parties to that certain
        Pooling and Servicing Agreement dated as of February 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-3 Certificates and designate the Class I-A-1 and Class I-A-3 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-3 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.

       

      


      W I T N E
        S S E T H 
        T H A T 

      


      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:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                 

                Senior
                  Support

                Certificates

                 

              	
                 

                The
                  Class I-A-3 Certificates.

                 

              
	
                 

                Super
                  Senior Certificates

                 

              	
                 

                The
                  Class I-A-1Certificates.

                 

              


      

       

      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:

       

      
        	 	
                (iii)

              	
                Commencing
                  on the Cross-over Date, the applicable Non-PO Percentage of the
                  principal
                  portion of any Realized Loss for a Mortgage Pool will be allocated
                  among
                  the outstanding classes of Senior Certificates of the related Certificate
                  Group entitled to principal distributions (other than (i) the Class
                  I-A-1
                  Certificates, as long as the Class I-A-3 Certificates are outstanding,
                  (ii) the Notional Amount Certificates, and (iii) the Principal
                  Only
                  Certificates), pro
                  rata,
                  based upon their respective Class Certificate Balances within such
                  Certificate Group.

              


      

       

      Existing
        Sections 4.4(c), (d), (e), (f) and (g) of the Agreement are hereby re-designated
        as Sections 4.4(d), (e), (f), (g) and (h), respectively, and a new Section
        4.4(c) is hereby added to the Agreement to read as follows:

       

      
        	 	
                (c)

              	
                After
                  the Cross-over Date, the principal portion of Realized Losses (other
                  than
                  Excess Losses) on the Mortgage Loans allocable to the Class I-A-1
                  Certificates will instead be borne first by the Class I-A-3 Certificates
                  until their Class Certificate Balance is reduced to zero (in addition
                  to
                  other Realized Losses allocated to the Class I-A-3 Certificates),
                  and not
                  by the Class I-A-1 Certificates, for so long as the Class Certificate
                  Balance of the Class I-A-3 Certificates is greater than
                  zero.

              


      

       

      ARTICLE
        II

      


      MISCELLANEOUS

      


      SECTION
        2.1 
        Ratification. 

       

      The
        terms
        and provisions set forth in this Amendment No. 1 shall modify and
        supersede
        all inconsistent terms and provisions set forth in the Agreement, and, except
        as
        expressly modified and superseded by this Amendment No. 1, the terms and
        provisions of the Agreement are ratified and confirmed and shall continue
        in
        full force and effect. The Agreement as so modified by this Amendment No.
        1
        shall be read, taken and construed as one and the same instrument. 

       

      SECTION
        2.2 Reference
        to Agreement; Capitalized Terms. 

       

      The
        Agreement and all other agreements, documents or instruments now or hereafter
        executed and delivered pursuant to the terms hereof or pursuant to the terms
        of
        the Agreement as amended hereby, are hereby amended so that any reference
        in
        such agreements, documents, or instruments to the Agreement shall mean a
        reference to the Agreement as amended hereby. All other initially capitalized
        terms used and not otherwise defined herein shall have the meaning assigned
        to
        such terms in the Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SECTION
        2.3 Successors
        and Assigns. 

       

      This
        Amendment No. 1 is binding upon and shall inure to the benefit of the Depositor,
        the Master Servicer and the Trustee and their respective successors and
        assigns.

       

      SECTION
        2.4 Governing
        Law. 

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
        PARTIES
        HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS.

       

      SECTION
        2.5 Counterparts.
        

       

      This
        Amendment No. 1 may be executed in one or more counterparts, each of which
        when
        so executed shall be an original, but such counterparts when taken together
        shall constitute one and the same instrument.

       

      SECTION
        2.6 Subordination of the Certificates.

       

      For
        federal income tax purposes, the subordination of the Class I-A-3 Certificates
        to the Class I-A-1 Certificates as provided in Section 4.4(c) of the Agreement,
        as hereby amended, will be treated as a limited recourse guarantee running
        from
        the Class I-A-3 Certificates for the benefit of the Class I-A-1
        Certificates.

       

      SECTION
        2.7 Trustee.
        

       

      The
        Trustee is entering into this Amendment No. 1 at the request and direction
        of
        the Depositor and the Master Servicer. This Amendment No. 1 is not intended
        to
        benefit or adversely affect the Trustee. The Trustee does not pass upon the
        benefit or adverse affect of this Amendment No. 1 on any other party to the
        Agreement or Certificateholders and this Amendment No. 1 is entered into
        by the
        Trustee subject to the terms of Section 11.1 of the Agreement.

       

      SECTION
        2.8 Effective
        Date. 

       

      This
        Amendment No. 1 shall be effective as of November 30, 2005.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have
        caused
        their names to be signed hereto by their respective officers thereunto duly
        authorized as of the day and year first above written.

       

      FIRST
        HORIZON ASSET SECURITIES INC.,

      as
        Depositor

      


      


      By: ____________________________________________

      Alfred
        Chang

      Vice
        President

      


      THE
        BANK
        OF NEW YORK,

      not
        in
        its individual capacity, but solely as Trustee

      


      


      By:
        ____________________________________________

      Kelly
        M.
        Crosson,

      Assistant
        Treasurer

      


      


      FIRST
        HORIZON HOME LOAN CORPORATION,

      as
        Master
        Servicer 

      


      


      By: 
        ____________________________________________

      Alfred
        Chang

      Vice
        President


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ANNEX
        A

      


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      ANNEX
        B

      


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