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...
MASTER
AMENDMENT TO
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
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 Xxxxxxx Xxxxx 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 0000-XX0.
0000-XX0
XXX: 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 0000-0.
-0-
0000-XX0
XXX: 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 0000-XX0.
0000-XX0
XXX: 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 0000-XX0.
0000-XX0
XXX: 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 0000-XX0.
0000-XX0
XXX: 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 XXX, 0000-XX0 XXX, 0000-XX0 PSA, 2005-2 PSA, 0000-0 XXX,
0000-XX0 XXX, 0000-XX0 XXX, 0000-XX0 PSA, and 0000-XX0 XXX.
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 0000-0 XXX, 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 XXX, 0000-XX0 XXX, 0000-XX0 PSA, 2005-2 PSA,
0000-0 XXX, 0000-XX0 XXX, 0000-XX0 XXX, 0000-XX0 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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-7-
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.
as
Depositor
By: /s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
Vice
President
THE
BANK
OF NEW YORK,
not
in
its individual capacity, but solely as Trustee
By: /s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx,
Vice
President
FIRST
HORIZON HOME LOAN CORPORATION,
as
Master
Servicer
By: /s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
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 0000-XX0 XXX;
|
| (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
0000-XX0 XXX.
|
-9-
ANNEX
A
(begins
on next page)
ANNEX
B
(begins
on next page)