Unassociated Document


    MASTER
      AMENDMENT TO

     

    POOLING
      AND SERVICING AGREEMENTS

     

    Dated
      as
      of July 15, 2005

     

    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 2002-8

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2002-8

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2003-9

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2003-9

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2003-10

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2003-10

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2004-4

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-4 

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2004-5

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-5

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2004-FA1

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-FA1

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2004-6

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-6 

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2004-7

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-7

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2004-FA2

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2004-FA2

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA1

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-FA1

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA2

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-FA2

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2005-2

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-2 

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA3

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-FA3 

     

    FIRST
      HORIZON MORTGAGE PASS-THROUGH TRUST 2005-3

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-3 

     

    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA4

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-FA4

     

    



    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    


    THIS
      MASTER AMENDMENT TO POOLING AND SERVICING AGREEMENTS dated as of July 15, 2005
      (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:

     

    2002-8
      PSA: The Pooling and Servicing Agreement, dated as of November 1, 2002, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2002-8 and the Mortgage Pass-Through
      Certificates, Series 2002-8.

     

    2003-9
      PSA: The Pooling and Servicing Agreement, dated as of September 1, 2003, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2003-9 and the Mortgage Pass-Through
      Certificates, Series 2003-9.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    2003-10
      PSA: The Pooling and Servicing Agreement, dated as of November 1, 2003, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2003-10 and the Mortgage Pass-Through
      Certificates, Series 2003-10.

     

    2004-4
      PSA: The Pooling and Servicing Agreement, dated as of May 1, 2004, by and among
      the Depositor, the Master Servicer and the Trustee, as related to the First
      Horizon Mortgage Pass-Through Trust 2004-4 and the Mortgage Pass-Through
      Certificates, Series 2004-4.

     

    2004-5
      PSA: The Pooling and Servicing Agreement, dated as of September 1, 2003, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2004-5 and the Mortgage Pass-Through
      Certificates, Series 2004-5.

     

    2004-6
      PSA: The Pooling and Servicing Agreement, dated as of September 1, 2004, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2004-6 and the Mortgage Pass-Through
      Certificates, Series 2004-6

     

    2004-7
      PSA: The Pooling and Servicing Agreement, dated as of November 1, 2004, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2004-7 and the Mortgage Pass-Through
      Certificates, Series 2004-7.

     

    2004-FA1
      PSA: The Pooling and Servicing Agreement, dated as of August 1, 2004, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2004-FA1 and the Mortgage
      Pass-Through Certificates, Series 2004-FA1.

     

    2004-FA2
      PSA: The Pooling and Servicing Agreement, dated as of November 1, 2004, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2004-FA2 and the Mortgage
      Pass-Through Certificates, Series 2004-FA2.

     

    2005-2
      PSA: The Pooling and Servicing Agreement, dated as of March 1, 2005, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2005-2 and the Mortgage Pass-Through
      Certificates, Series 2005-2.

     

    2005-3
      PSA: The Pooling and Servicing Agreement, dated as of April 1, 2005, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Mortgage Pass-Through Trust 2005-3 and the Mortgage Pass-Through
      Certificates, Series 2005-3.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    2005-FA1
      PSA: The Pooling and Servicing Agreement, dated as of January 1, 2005, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2005-FA1 and the Mortgage
      Pass-Through Certificates, Series 2005-FA1.

     

    2005-FA2
      PSA: The Pooling and Servicing Agreement, dated as of February 1, 2005, by
      and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2005-FA2 and the Mortgage
      Pass-Through Certificates, Series 2005-FA2.

     

    2005-FA3
      PSA: The Pooling and Servicing Agreement, dated as of March 1, 2005, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2005-FA3 and the Mortgage
      Pass-Through Certificates, Series 2005-FA3.

     

    2005-FA4
      PSA: The Pooling and Servicing Agreement, dated as of April 1, 2005, by and
      among the Depositor, the Master Servicer and the Trustee, as related to the
      First Horizon Alternative Mortgage Securities Trust 2005-FA4 and the Mortgage
      Pass-Through Certificates, Series 2005-FA4.

     

    Agreements:
      Collectively, the 2002-8 PSA, 2003-9 PSA, 2003-10 PSA, 2004-4 PSA, 2004-5 PSA,
      2004-6 PSA, 2004-7 PSA, 2004-FA1 PSA, 2004-FA2 PSA, 2005-2 PSA, 2005-3 PSA,
      2005-FA1 PSA, 2005-FA2 PSA, 2005-FA3 PSA, and 2005-FA4 PSA.

     

    Certificates:
      The collective certificates listed on SCHEDULE
      A
      attached
      hereto.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    ARTICLE
      II  

    AMENDMENTS
      TO AGREEMENTS

     

    The
      following defined term under the Preliminary Statement of each of the
      Agreements, other than the 2004-4 PSA, is hereby amended and restated in its
      entirety for all purposes of such Agreements to read as follows:

     

    
      	
               

              Private
                Certificates

               

            	
               

              The
                Principal Only Certificates and the Class B-4, Class B-5 and Class
                B-6
                Certificates.

               

            


    

     

     

    The
      following defined term under the Preliminary Statement of the 2004-4 PSA is
      hereby amended and restated in its entirety for all purposes of the 2004-4
      PSA
      to read as follows:

     

    
      	
               

              Private
                Certificates

               

            	
               

              The
                Class I-A-PO, Class B-4, Class B-5 and Class B-6
                Certificates.

               

            


    

    


     

    The
      second full paragraph of Section 5.2(b) of each of the 2003-10 PSA, 2004-4
      PSA,
      2004-5 PSA, 2004-6 PSA, 2004-7 PSA, 2004-FA1 PSA, 2004-FA2 PSA, 2005-2 PSA,
      2005-3 PSA, 2005-FA1 PSA, 2005-FA2 PSA, 2005-FA3 PSA, and 2005-FA4 PSA is hereby
      deleted in its entirety for all purposes of such Agreements.

     

    The
      second full paragraph of Exhibit A-2 of each of the Agreements is hereby deleted
      in its entirety and replaced with the following language for all purposes of
      such Agreements:

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF
      THE UNITED STATES (“BLUE SKY LAWS”), AND SUCH CERTIFICATE MAY NOT BE OFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
      RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS
      OF
      RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
      144
      UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL ACCREDITED
      INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
      THE
      SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
      THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY LAWS.
      NO
      REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
      RULE
      144 FOR RESALES OF THIS CERTIFICATE.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    ARTICLE
      III

    MISCELLANEOUS

     

    Section
      3.1  Ratification.

     

    The
      terms
      and provisions set forth in this Master Amendment shall modify and supersede
      all
      inconsistent terms and provisions set forth in the Agreements, and, except
      as
      expressly modified and superseded by this Master Amendment, the terms and
      provisions of the Agreements are ratified and confirmed and shall continue
      in
      full force and effect. Each Agreement as so modified by this Master Amendment
      shall be read, taken and construed as one and the same instrument with the
      Master Amendment.

     

    Section
      3.2  Reference
      to Agreements; Capitalized Terms.

     

    The
      Agreements 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 Agreements as amended hereby, are hereby amended so that any reference
      in
      such agreements, documents, or instruments to any of the Agreements shall mean
      a
      reference to the applicable Agreement as amended hereby. All initially
      capitalized terms used and not otherwise defined herein shall have the meaning
      assigned to such terms in the applicable Agreement.

     

    Section
      3.3  Successors
      and Assigns.

     

    This
      Master Amendment 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
      3.4  Governing
      Law.

     

    THIS
      MASTER AMENDMENT 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
      3.5  Counterparts.

     

    This
      Master Amendment 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
      3.6  Trustee.

     

    The
      Trustee is entering into this Master Amendment at the request and direction
      of
      the Depositor and the Master Servicer. This Master Amendment is not intended
      to
      benefit or adversely affect the Trustee. The Trustee does not pass upon the
      benefit or adverse affect of this Master Amendment on any other party to the
      Agreements or Certificateholders and this Master Amendment is entered into
      by
      the Trustee subject to the terms of Section 11.1 of the Agreements.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    Section
      3.7  Effective
      Date.

     

    This
      Master Amendment shall be effective as of July 15, 2005.

     

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    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: /s/
      Alfred Chang    

    Alfred
      Chang

    Vice
      President

    


    THE
      BANK
      OF NEW YORK,

    not
      in
      its individual capacity, but solely as Trustee

    


    


    By:  /s/
      Diane Pickett    

    Diane
      Pickett,

    Vice
      President

    


    


    FIRST
      HORIZON HOME LOAN CORPORATION,

    as
      Master
      Servicer 

    


    


    By:  /s/
      Alfred Chang    

      Alfred
      Chang

    Vice
      President


    
      
         

      

      
        -8-

        
          

        

      

      
         

        
        

      

    



    SCHEDULE
      A

     

    Certificates:
      The following mortgage pass-through certificates, collectively: 

     

    	(i)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2002-8
              PSA;

          


     

    	(ii)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2003-9
              PSA;

          


     

    	(iii)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2003-10
              PSA;

          


     

    	(iv)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2004-4
              PSA;

          


     

    	(v)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2004-5
              PSA;

          


     

    	(vi)  	
            The
              Class I-A-PO, Class II-A-PO and Class III-A-PO Certificates issued
              pursuant to the 2004-FA1 PSA;

          


     

    	(vii)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2004-6
              PSA;

          


     

    	(viii)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2004-7
              PSA;

          


     

    	(ix)  	
            The
              Class I-A-PO, Class II-A-PO and Class III-A-PO Certificates issued
              pursuant to the 2004-FA2 PSA;

          


     

    	(x)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2005-FA1 PSA;

          


     

    	(xi)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2005-FA2 PSA;

          


     

    	(xii)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2005-2
              PSA;

          


     

    	(xiii)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2005-FA3 PSA;

          


     

    	(xiv)  	
            The
              Class I-A-PO Certificates issued pursuant to the 2005-3 PSA;
              and

          


     

    	(xv)  	
            The
              Class I-A-PO and Class II-A-PO Certificates issued pursuant to the
              2005-FA4 PSA.

          


     


    
      
         

      

      
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    ANNEX
      A

     

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      on next page)

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      B

     

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      on next page)