MORTGAGE LOAN PURCHASE AGREEMENT

      THIS MORTGAGE LOAN PURCHASE  AGREEMENT dated as of January 28, 2005 by and
between  FIRST  HORIZON  HOME  LOAN  CORPORATION,   a  Kansas  corporation  (the
"Seller"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (the "Purchaser").

      WHEREAS,  the Seller owns certain Mortgage Loans (as hereinafter  defined)
which  Mortgage Loans are more  particularly  listed and described in Schedule A
attached hereto and made a part hereof.

      WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant
to which the Mortgage Loans,  excluding the servicing rights thereto,  are to be
sold by the Seller to the Purchaser.

      WHEREAS, the Seller will simultaneously  transfer the servicing rights for
the Mortgage Loans to First Tennessee Mortgage Services, Inc. ("FTMSI") pursuant
to the Servicing  Rights  Transfer and  Subservicing  Agreement (as  hereinafter
defined).

      WHEREAS,  the  Purchaser  will engage FTMSI to service the Mortgage  Loans
pursuant to the Servicing Agreement (as hereinafter defined).

      NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration,  and the mutual terms and covenants contained herein, the parties
hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Agreement:  This  Mortgage  Loan  Purchase  Agreement,  as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof.

      Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which banking  institutions  in the City of Dallas,  or the State of Texas or
New York City is located are  authorized or obligated by law or executive  order
to be closed.

      Closing Date: January 28, 2005

      Code:  The  Internal  Revenue  Code of 1986,  including  any  successor or
amendatory provisions.

      Cooperative Corporation: The entity that holds title (fee or an acceptable
leasehold  estate)  to the  real  property  and  improvements  constituting  the
Cooperative  Property  and  which  governs  the  Cooperative   Property,   which
Cooperative  Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

      Coop Shares: Shares issued by a Cooperative Corporation.

      Cooperative  Loan:  Any  Mortgage  Loan  secured  by  Coop  Shares  and  a
Proprietary Lease.


<PAGE>

      Cooperative  Property:  The real  property and  improvements  owned by the
Cooperative  Corporation,  including the allocation of individual dwelling units
to the holders of the Coop Shares of the Cooperative Corporation.

      Cooperative  Unit:  A single  family  dwelling  located  in a  Cooperative
Property.

      Custodian:  First Tennessee Bank National Association,  and its successors
and assigns,  as custodian under the Custodial Agreement dated as of January 28,
2005 by and among The Bank of New York,  as  trustee,  First  Horizon  Home Loan
Corporation, as master servicer, and the Custodian.

      Cut-Off Date: January 1, 2005.

      Cut-off  Date  Principal  Balance:  As to any  Mortgage  Loan,  the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.

      Debt Service Reduction:  With respect to any Mortgage Loan, a reduction by
a court of competent  jurisdiction in a proceeding  under the Bankruptcy Code in
the   Scheduled   Payment  for  such   Mortgage  Loan  which  became  final  and
non-appealable,  except such a reduction resulting from a Deficient Valuation or
any reduction that results in a permanent forgiveness of principal.

      Deficient  Valuation:  With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the  then-outstanding  indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any Scheduled Payment that
results in a permanent  forgiveness of principal,  which  valuation or reduction
results  from an order of such  court  which is final  and  non-appealable  in a
proceeding under the United States Bankruptcy Reform Act of 1978, as amended.

      Delay  Delivery  Mortgage  Loans:  The  Mortgage  Loans for which all or a
portion of a related  Mortgage  File is not  delivered  to the Trustee or to the
Custodian  on its  behalf on the  Closing  Date.  The  number of Delay  Delivery
Mortgage Loans shall not exceed 25% of the aggregate number of Mortgage Loans as
of the Closing Date.

      Deleted Mortgage Loan: As defined in Section 4.1(c) hereof.

      Determination  Date:  The earlier of (i) the third  Business Day after the
15th day of each month,  and (ii) the second  Business Day prior to the 25th day
of each month,  or if such 25th day is not a Business  Day, the next  succeeding
Business Day.

      GAAP:  Generally applied  accounting  principles as in effect from time to
time in the United States of America.

      Insurance Proceeds:  Proceeds paid by an insurer pursuant to any insurance
policy,  including all riders and endorsements thereto in effect,  including any
replacement  policy or policies,  in each case other than any amount included in
such Insurance Proceeds in respect of expenses covered by such insurance policy.


                                     - 2 -
<PAGE>

      Liquidation Proceeds:  Amounts, including Insurance Proceeds,  received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether  through  trustee's  sale,  foreclosure  sale or  otherwise  or  amounts
received in connection  with any  condemnation or partial release of a Mortgaged
Property.

      MERS:  Mortgage  Electronic  Registration  Systems,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

      MERS Mortgage  Loan:  Any Mortgage Loan  registered  with MERS on the MERS
System.

      MERS  (R)  System:   The  system  of  recording   transfers  of  mortgages
electronically maintained by MERS.

      MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

      MOM Loan:  Any  Mortgage  Loan as to which  MERS is  acting as  mortgagee,
solely as nominee for the  originator of such  Mortgage Loan and its  successors
and assigns.

      Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on the property securing a Mortgage Note.

      Mortgage File: The mortgage  documents listed in Section 3.1 pertaining to
a particular Mortgage Loan and any additional  documents required to be added to
the Mortgage File pursuant to this Agreement.

      Mortgage Loans: The mortgage loans  transferred,  sold and conveyed by the
Seller to the Purchaser, pursuant to this Agreement.

      Mortgage Loan Purchase  Price:  With respect to any Mortgage Loan required
to be purchased by the Seller pursuant to Section 4.1(c) hereof, an amount equal
to the sum of (i) 100% of the unpaid  principal  balance of the Mortgage Loan on
the date of such purchase,  and (ii) accrued  interest thereon at the applicable
Mortgage  Rate  from the  date  through  which  interest  was  last  paid by the
Mortgagor  to the first day in the month in which  the  Mortgage  Loan  Purchase
Price is to be distributed to the Purchaser or its designees.

      Mortgage   Note:   The  original   executed  note  or  other  evidence  of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

      Mortgaged  Property:  The  underlying  property  securing a Mortgage Loan,
which,  with  respect to a  Cooperative  Loan,  is the  related  Coop Shares and
Proprietary Lease.

      Mortgagor: The obligor(s) on a Mortgage Note.

      Principal  Prepayment:  Any  payment  of  principal  by a  Mortgagor  on a
Mortgage  Loan that is received in advance of its  scheduled Due Date and is not
accompanied  by an amount  representing  scheduled  interest  due on any date or
dates in any month or months subsequent to the month of prepayment.


                                     - 3 -
<PAGE>

      Proprietary  Lease:  With  respect  to any  Cooperative  Unit,  a lease or
occupancy  agreement  between a Cooperative  Corporation and a holder of related
Coop Shares.

      Purchase Price: $[ ].

      Purchaser:  First Tennessee Bank National Association,  in its capacity as
purchaser of the Mortgage Loans from the Seller pursuant to this Agreement.

      Recognition Agreement:  With respect to any Cooperative Loan, an agreement
between the  Cooperative  Corporation  and the  originator of such Mortgage Loan
which establishes the rights of such originator in the Cooperative Property.

      Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on
the  first day of the month  allocable  to  principal  and/or  interest  on such
Mortgage Loan which, unless otherwise specified herein, shall give effect to any
related Debt Service  Reduction  and any  Deficient  Valuation  that affects the
amount of the monthly payment due on such Mortgage Loan.

      Security  Agreement:  The security agreement with respect to a Cooperative
Loan.

      Seller: First Horizon Home Loan Corporation, a Kansas corporation, and its
successors and assigns, in its capacity as seller of the Mortgage Loans.

      Servicing  Agreement:  The servicing  agreement,  dated as of November 26,
2002 by and between First  Tennessee Bank National  Association and its assigns,
as owner, and First Tennessee Mortgage Services, Inc., as servicer.

      Servicing Rights Transfer and Subservicing Agreement: The servicing rights
transfer  and  subservicing  agreement,  dated as of  November  26,  2002 by and
between First Horizon Home Loan Corporation, as transferor and subservicer,  and
First Tennessee Mortgage Services, Inc., as transferee and servicer.

      Stated  Principal  Balance:  As to any Mortgage Loan, the unpaid principal
balance of such Mortgage Loan as specified in the  amortization  schedule at the
time relating  thereto (before any adjustment to such  amortization  schedule by
reason of any  moratorium or similar waiver or grace period) after giving effect
to any previous partial Principal Prepayments and Liquidation Proceeds allocable
to principal  (other than with respect to any  Liquidated  Mortgage Loan) and to
the payment of principal due on such date and irrespective of any delinquency in
payment by the related Mortgagor.

      Substitute  Mortgage Loan: A Mortgage Loan substituted by the Seller for a
Deleted Mortgage Loan which must, on the date of such  substitution,  (i) have a
Stated  Principal  Balance,  after  deduction  of the  principal  portion of the
Scheduled  Payment due in the month of  substitution,  not in excess of, and not
more than 10% less than the Stated  Principal  Balance of the  Deleted  Mortgage
Loan;  (ii) have a Mortgage Rate not lower than the Mortgage Rate of the Deleted
Mortgage  Loan;  (iii) have a maximum  mortgage  rate not more than 1% per annum
higher or lower than the maximum  mortgage  rate of the Deleted  Mortgage  Loan;
(iv) have a minimum  mortgage  rate  specified in its related  Mortgage Note not
more than 1% per annum  higher or lower than the  minimum  mortgage  rate of the
Deleted  Mortgage  Loan;  (v) have the same  mortgage  index,  reset  period and
periodic  rate as the Deleted  Mortgage Loan and a gross margin not more than 1%
per  annum  higher  or lower  than  that of the  Deleted  Mortgage  Loan (vi) be
accruing  interest at a rate no lower than and not more than 1% per annum higher
than,  that of the Deleted  Mortgage Loan;  (iv) have a  loan-to-value  ratio no
higher than that of the Deleted  Mortgage  Loan;  (vii) have a remaining term to
maturity  no  greater  than  (and not more  than one year less than that of) the
Deleted  Mortgage  Loan;  (viii) not be a  Cooperative  Loan  unless the Deleted
Mortgage  Loan was a Cooperative  Loan and (ix) comply with each  representation
and warranty set forth in Schedule B hereto.


                                     - 4 -
<PAGE>

      Trustee:  The Bank of New  York and its  successors  and,  if a  successor
trustee is appointed hereunder, such successor.

                                   ARTICLE II
                                PURCHASE AND SALE

      Section 2.1 Purchase Price. In consideration  for the payment to it of the
Purchase Price on the Closing Date, pursuant to written  instructions  delivered
by the Seller to the  Purchaser  on the  Closing  Date,  the Seller  does hereby
transfer,  sell and convey to the Purchaser on the Closing Date, but with effect
from the Cut-off  Date,  (i) all right,  title and interest of the Seller in the
Mortgage  Loans,  excluding  the  servicing  rights  thereto,  and all  property
securing such Mortgage Loans,  including all interest and principal  received or
receivable  by the Seller  with  respect to the  Mortgage  Loans on or after the
Cut-off  Date and all  interest and  principal  payments on the  Mortgage  Loans
received on or prior to the Cut-off Date in respect of  installments of interest
and  principal  due  thereafter,  but not  including  payments of principal  and
interest  due and payable on the Mortgage  Loans on or before the Cut-off  Date,
and (ii) all proceeds  from the  foregoing.  Items (i) and (ii) in the preceding
sentence are herein referred to collectively as "Mortgage Assets."

      Section 2.2 Timing.  The sale of the Mortgage Assets  hereunder shall take
place on the Closing Date.

                                  ARTICLE III
                             CONVEYANCE AND DELIVERY

Section 3.1  Delivery of Mortgage  Files.  In  connection  with the transfer and
assignment set forth in Section 2.1 above, the Seller has delivered or caused to
be delivered  to the Trustee or to the  Custodian on its behalf (or, in the case
of the Delay Delivery  Mortgage Loans,  will deliver or cause to be delivered to
the Trustee or to the Custodian on its behalf within thirty (30) days  following
the Closing Date) the following  documents or  instruments  with respect to each
Mortgage Loan so assigned (collectively, the "Mortgage Files"):

      (a)   (1) the  original  Mortgage  Note  endorsed  by manual or  facsimile
            signature  in  blank in the  following  form:  "Pay to the  order of
            ________________,    without   recourse,"   with   all   intervening
            endorsements  showing  a  complete  chain  of  endorsement  from the
            originator  to the Person  endorsing  the  Mortgage  Note (each such
            endorsement  being  sufficient  to  transfer  all  right,  title and
            interest  of the  party so  endorsing,  as  noteholder  or  assignee
            thereof, in and to that Mortgage Note); or


                                     - 5 -
<PAGE>

            (2) with respect to any Lost  Mortgage  Note, a lost note  affidavit
      from the  Seller  stating  that  the  original  Mortgage  Note was lost or
      destroyed, together with a copy of such Mortgage Note;

      (b)   except as provided  below and for each  Mortgage  Loan that is not a
            MERS Mortgage Loan, the original recorded Mortgage or a copy of such
            Mortgage  certified by the Seller as being a true and complete  copy
            of the  Mortgage,  and in the case of each MERS Mortgage  Loan,  the
            original  Mortgage,  noting the  presence of the MIN of the Mortgage
            Loans and either language indicating that the Mortgage Loan is a MOM
            Loan if the Mortgage  Loan is a MOM Loan or if the Mortgage Loan was
            not a MOM  Loan  at  origination,  the  original  Mortgage  and  the
            assignment  thereof to MERS,  with  evidence of recording  indicated
            thereon, or a copy of the Mortgage certified by the public recording
            office in which such Mortgage has been recorded;

      (c)   a duly  executed  assignment  of the Mortgage in blank (which may be
            included in a blanket  assignment or  assignments),  together  with,
            except as provided below, all interim  recorded  assignments of such
            mortgage (each such assignment,  when duly and validly completed, to
            be in recordable form and sufficient to effect the assignment of and
            transfer to the  assignee  thereof,  under the Mortgage to which the
            assignment relates);  provided that, if the related Mortgage has not
            been returned from the  applicable  public  recording  office,  such
            assignment  of  the  Mortgage  may  exclude  the  information  to be
            provided by the recording office;

      (d)   the  original or copies of each  assumption,  modification,  written
            assurance or substitution agreement, if any;

      (e)   either the original or duplicate  original  title policy  (including
            all riders thereto) with respect to the related Mortgaged  Property,
            if available,  provided that the title policy  (including all riders
            thereto) will be delivered as soon as it becomes  available,  and if
            the  title  policy  is not  available,  and to the  extent  required
            pursuant to the second  paragraph  below or otherwise in  connection
            with the rating of the Certificates, a written commitment or interim
            binder  or  preliminary  report  of the  title  issued  by the title
            insurance or escrow company with respect to the Mortgaged  Property,
            and

      (f)   in the case of a  Cooperative  Loan,  the originals of the following
            documents or instruments:

            (1)   The Coop Shares, together with a stock power in blank;

            (2)   The executed Security Agreement;

            (3)   The executed Proprietary Lease;


                                     - 6 -
<PAGE>

            (4)   The executed Recognition Agreement;

            (5)   The  executed  UCC-1  financing  statement  with  evidence  of
                  recording thereon which have been filed in all places required
                  to perfect  the  Seller's  interest in the Coop Shares and the
                  Proprietary Lease; and

            (6)   Executed UCC-3 financing  statements or other  appropriate UCC
                  financing  statements  required  by state  law,  evidencing  a
                  complete and unbroken  line from the  mortgagee to the Trustee
                  with evidence of recording  thereon (or in a form suitable for
                  recordation).

      In the event that in connection  with any Mortgage Loan that is not a MERS
Mortgage Loan the Seller cannot  deliver (i) the original  recorded  Mortgage or
(ii) all interim recorded assignments  satisfying the requirements of clause (b)
or (c) above, respectively,  concurrently with the execution and delivery hereof
because such document or documents  have not been  returned from the  applicable
public  recording  office,  the  Seller  shall  promptly  deliver or cause to be
delivered to the Trustee or the Custodian on its behalf such  original  Mortgage
or such  interim  assignment,  as the case may be, with  evidence  of  recording
indicated  thereon upon receipt thereof from the public recording  office,  or a
copy thereof,  certified, if appropriate,  by the relevant recording office, but
in no event  shall any such  delivery  of the  original  Mortgage  and each such
interim assignment or a copy thereof, certified, if appropriate, by the relevant
recording  office,  be made  later than one year  following  the  Closing  Date;
provided,  however,  in the event the Seller is unable to deliver or cause to be
delivered by such date each Mortgage and each such interim  assignment by reason
of the fact that any such  documents  have not been returned by the  appropriate
recording office, or, in the case of each such interim  assignment,  because the
related Mortgage has not been returned by the appropriate  recording office, the
Seller shall deliver or cause to be delivered  such  documents to the Trustee or
the Custodian on its behalf as promptly as possible upon receipt thereof and, in
any event,  within 720 days following the Closing Date. The Seller shall forward
or cause to be forwarded to the Trustee or the  Custodian on its behalf (i) from
time  to  time  additional  original  documents   evidencing  an  assumption  or
modification  of a Mortgage  Loan and (ii) any other  documents  required  to be
delivered by the Seller to the Trustee.  In the event that the original Mortgage
is not  delivered  and in  connection  with the  payment in full of the  related
Mortgage Loan and the public  recording  office  requires the  presentation of a
"lost instruments  affidavit and indemnity" or any equivalent document,  because
only a copy of the Mortgage can be delivered with the instrument of satisfaction
or  reconveyance,  the Seller shall  execute and deliver or cause to be executed
and delivered such a document to the public recording  office. In the case where
a public recording office retains the original  recorded Mortgage or in the case
where a Mortgage is lost after  recordation in a public  recording  office,  the
Seller shall deliver or cause to be delivered to the Trustee or the Custodian on
its behalf a copy of such Mortgage  certified by such public recording office to
be a true and complete copy of the original recorded Mortgage.

      In addition,  in the event that in  connection  with any Mortgage Loan the
Seller  cannot  deliver  or cause to be  delivered  the  original  or  duplicate
original  lender's title policy (together with all riders  thereto),  satisfying
the  requirements  of clause  (v) above,  concurrently  with the  execution  and
delivery  hereof  because the related  Mortgage has not been  returned  from the
applicable public recording  office,  the Seller shall promptly deliver or cause
to be delivered to the Trustee or the  Custodian on its behalf such  original or
duplicate original lender's title policy (together with all riders thereto) upon
receipt  thereof from the applicable  title  insurer,  but in no event shall any
such  delivery of the original or duplicate  original  lender's  title policy be
made later than one year following the Closing Date;  provided,  however, in the
event the Seller is unable to deliver or cause to be  delivered by such date the
original or duplicate  original  lender's title policy (together with all riders
thereto)  because the related  Mortgage has not been returned by the appropriate
recording  office,  the  Seller  shall  deliver  or cause to be  delivered  such
documents to the Trustee or the  Custodian on its behalf as promptly as possible
upon receipt  thereof and, in any event,  within 720 days  following the Closing
Date.


                                     - 7 -
<PAGE>

      Notwithstanding anything to the contrary in this Agreement,  within thirty
days after the Closing Date,  the Seller shall either (i) deliver or cause to be
delivered to the Trustee or the  Custodian  on its behalf the  Mortgage  File as
required  pursuant to this Section 3.1 for each Delay Delivery  Mortgage Loan or
(ii) (A)  substitute or cause to be  substituted a Substitute  Mortgage Loan for
the Delay  Delivery  Mortgage Loan or (B)  repurchase or cause to be repurchased
the Delay Delivery  Mortgage Loan,  which  substitution  or repurchase  shall be
accomplished  in the manner and subject to the  conditions  set forth in Section
4.1 (treating each Delay Delivery  Mortgage Loan as a Deleted  Mortgage Loan for
purposes of such Section 4.1),  provided,  however,  that if the Seller fails to
deliver  a  Mortgage  File for any  Delay  Delivery  Mortgage  Loan  within  the
thirty-day period provided in the prior sentence,  the Seller shall use its best
reasonable efforts to effect or cause to be effected a substitution, rather than
a repurchase of, such Deleted  Mortgage Loan and provided  further that the cure
period  provided  for in  Section  4.1  hereof  shall not  apply to the  initial
delivery of the Mortgage File for such Delay Delivery  Mortgage Loan, but rather
the Seller shall have five (5)  Business  Days to cure or cause to be cured such
failure to deliver.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

      Section 4.1  Representations  and Warranties of the Seller. (a) The Seller
hereby represents and warrants to the Purchaser, as of the date of execution and
delivery hereof, that:

            (1) The  Seller is duly  organized  as a Kansas  corporation  and is
      validly  existing  and in good  standing  under  the laws of the  State of
      Kansas  and is duly  authorized  and  qualified  to  transact  any and all
      business  contemplated  by this Agreement to be conducted by the Seller in
      any state in which a  Mortgaged  Property is located or is  otherwise  not
      required  under  applicable law to effect such  qualification  and, in any
      event, is in compliance with the doing business laws of any such state, to
      the extent  necessary to ensure its ability to enforce each  Mortgage Loan
      and to  perform  any of its other  obligations  under  this  Agreement  in
      accordance with the terms thereof.

            (2) The Seller has the full  corporate  power and  authority to sell
      each Mortgage Loan, and to execute, deliver and perform, and to enter into
      and consummate  the  transactions  contemplated  by this Agreement and has
      duly  authorized  by all  necessary  corporate  action  on the part of the
      Seller the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization,  execution and delivery thereof
      by the other  parties  thereto,  constitutes  a legal,  valid and  binding
      obligation  of the Seller,  enforceable  against the Seller in  accordance
      with its terms, except that (a) the enforceability  thereof may be limited
      by bankruptcy, insolvency, moratorium, receivership and other similar laws
      relating to  creditors'  rights  generally  and (b) the remedy of specific
      performance  and  injunctive  and other forms of  equitable  relief may be
      subject to equitable  defenses and to the  discretion  of the court before
      which any proceeding therefor may be brought.


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<PAGE>

            (3) The execution and delivery of this Agreement by the Seller,  the
      sale of the  Mortgage  Loans  by the  Seller  under  this  Agreement,  the
      consummation  of  any  other  of the  transactions  contemplated  by  this
      Agreement, and the fulfillment of or compliance with the terms thereof are
      in the  ordinary  course of business of the Seller and will not (a) result
      in a material breach of any term or provision of the charter or by-laws of
      the Seller or (b) materially  conflict with,  result in a material breach,
      violation or acceleration  of, or result in a material  default under, the
      terms of any other material agreement or instrument to which the Seller is
      a  party  or by  which  it may be  bound,  or (c)  constitute  a  material
      violation of any statute,  order or regulation applicable to the Seller of
      any court,  regulatory body,  administrative  agency or governmental  body
      having  jurisdiction  over the Seller;  and the Seller is not in breach or
      violation  of any  material  indenture  or  other  material  agreement  or
      instrument,  or in violation of any statute,  order or  regulation  of any
      court, regulatory body,  administrative agency or governmental body having
      jurisdiction  over it which breach or violation may materially  impair the
      Seller's  ability  to perform  or meet any of its  obligations  under this
      Agreement.

            (4) No  litigation  is  pending  or,  to the  best  of the  Seller's
      knowledge, threatened against the Seller that would prohibit the execution
      or delivery of, or performance under, this Agreement by the Seller.

            (5) The Seller is a member of MERS in good standing, and will comply
      in all  material  respects  with  the  rules  and  procedures  of  MERS in
      connection  with the servicing of the MERS  Mortgage  Loans for as long as
      such Mortgage Loans are registered with MERS.

      (b)   The Seller hereby makes the representations and warranties set forth
            in Schedule B hereto to the Purchaser, as of the Closing Date, or if
            so specified therein, as of the Cut-off Date.

      (c)   Upon  discovery  by  either of the  parties  hereto of a breach of a
            representation  or warranty  made pursuant to Schedule B hereto that
            materially  and adversely  affects the interests of the Purchaser in
            any  Mortgage  Loan,  the party  discovering  such breach shall give
            prompt  notice  thereof  to  the  other  party.  The  Seller  hereby
            covenants that within 90 days of the earlier of its discovery or its
            receipt  of written  notice  from the  Purchaser  of a breach of any
            representation  or warranty made pursuant to Schedule B hereto which
            materially  and adversely  affects the interests of the Purchaser in
            any  Mortgage  Loan,  it shall  cure  such  breach  in all  material
            respects,  and if such  breach is not so cured,  shall,  (i) if such
            90-day period expires prior to the second anniversary of the Closing
            Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
            pool of mortgages  listed on Schedule B hereto and substitute in its
            place a Substitute  Mortgage  Loan, in the manner and subject to the
            conditions  set  forth  in  this  Section;  or (ii)  repurchase  the
            affected  Mortgage Loan or Mortgage  Loans from the Purchaser at the
            Mortgage  Loan  Purchase  Price in the manner set forth below.  With
            respect to the  representations  and  warranties  described  in this
            Section which are made to the best of the Seller's knowledge,  if it
            is  discovered  by  either  the  Seller  or the  Purchaser  that the
            substance of such representation and warranty is inaccurate and such
            inaccuracy materially and adversely affects the value of the related
            Mortgage   Loan  or  the   interests  of  the   Purchaser   therein,
            notwithstanding  the Seller's lack of knowledge  with respect to the
            substance of such representation or warranty,  such inaccuracy shall
            be deemed a breach of the applicable representation or warranty.


                                     - 9 -
<PAGE>

            With respect to any  Substitute  Mortgage Loan or Loans,  the Seller
      shall  deliver  to the  Trustee  or to the  Custodian  on its  behalf  the
      Mortgage Note, the Mortgage,  the related assignment of the Mortgage,  and
      such other  documents and  agreements as are required by Section 3.1, with
      the  Mortgage  Note  endorsed  and the  Mortgage  assigned  as required by
      Section 3.1. No substitution is permitted to be made in any calendar month
      after the Determination  Date for such month.  Scheduled Payments due with
      respect to Substitute  Mortgage Loans in the month of substitution will be
      retained by the Seller.  Upon such substitution,  the Substitute  Mortgage
      Loan or Loans  shall be  subject  to the  terms of this  Agreement  in all
      respects, and the Seller shall be deemed to have made with respect to such
      Substitute  Mortgage Loan or Loans,  as of the date of  substitution,  the
      representations  and  warranties  made  pursuant to Schedule B hereto with
      respect to such Mortgage Loan.

            It is understood and agreed that the obligation under this Agreement
      of the Seller to cure, repurchase or replace any Mortgage Loan as to which
      a breach has occurred and is continuing  shall  constitute the sole remedy
      against the Seller  respecting  such breach  available to the Purchaser on
      its behalf.

      The representations  and warranties  contained in this Agreement shall not
be construed  as a warranty or guaranty by the Seller as to the future  payments
by any Mortgagor.

      It is understood  and agreed that the  representations  and warranties set
forth in this Section 4.1 shall  survive the sale of the  Mortgage  Loans to the
Purchaser hereunder.

                                   ARTICLE V
                                  MISCELLANEOUS

      Section 5.1  Transfer  Intended as Sale.  It is the express  intent of the
parties  hereto that the  conveyance of the Mortgage  Loans by the Seller to the
Purchaser be, and be construed  as, an absolute sale thereof in accordance  with
GAAP and for  regulatory  purposes.  It is,  further,  not the  intention of the
parties that such  conveyances  be deemed a pledge  thereof by the Seller to the
Purchaser.  However,  in the  event  that,  notwithstanding  the  intent  of the
parties,  the  Mortgage  Loans are held to be the  property of the Seller or the
Purchaser,  respectively,  or if for any other reason this  Agreement is held or
deemed to create a security  interest in such  assets,  then (i) this  Agreement
shall be deemed to be a security  agreement  within the  meaning of the  Uniform
Commercial  Code of the State of Texas and (ii) the  conveyance  of the Mortgage
Loans provided for in this  Agreement  shall be deemed to be an assignment and a
grant by the  Seller  to the  Purchaser  of a  security  interest  in all of the
Mortgage Loans, whether now owned or hereafter acquired.


                                     - 10 -
<PAGE>

      The Seller and the Purchaser  shall,  to the extent  consistent  with this
Agreement,  take  such  actions  as may be  necessary  to ensure  that,  if this
Agreement were deemed to create a security  interest in the Mortgage Loans, such
security  interest would be deemed to be a perfected  security interest of first
priority under applicable law and will be maintained as such throughout the term
of the  Agreement.  The Seller and the  Purchaser  shall  arrange for filing any
Uniform Commercial Code continuation  statements in connection with any security
interest granted hereby.

      Section 5.2 Seller's Consent to Assignment. The Seller hereby acknowledges
the  Purchaser's  right to assign,  transfer  and convey all of the  Purchaser's
rights under this  Agreement to a third party and that the  representations  and
warranties made by the Seller to the Purchaser  pursuant to this Agreement will,
in the case of such assignment,  transfer and conveyance,  be for the benefit of
such third party.  The Seller hereby consents to such  assignment,  transfer and
conveyance.

      Section  5.3  Specific  Performance.  Either  party or its  assignees  may
enforce specific performance of this Agreement.

      Section 5.4 Notices.  All notices,  demands and requests that may be given
or that are  required  to be given  hereunder  shall  be sent by  United  States
certified mail,  postage prepaid,  return receipt  requested,  to the parties at
their respective addresses as follows:

              If to
              the Purchaser:         165 Madison Avenue
                                     Memphis, Tennessee 38103
                                     Attn: Clyde A. Billings, Jr.

              If to the Seller:      4000 Horizon Way
                                     Irving, Texas 75063
                                     Attn: Larry P. Cole

      Section 5.5 Choice of Law. This Agreement shall be construed in accordance
with and governed by the  substantive  laws of the State of Texas  applicable to
agreements  made and to be performed in the State of Texas and the  obligations,
rights and remedies of the parties hereto shall be determined in accordance with
such laws.

                  [remainder of page intentionally left blank]


                                     - 11 -
<PAGE>

      IN WITNESS  WHEREOF,  the Purchaser and the Seller have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the 29th day of December, 2004.

                                FIRST HORIZON HOME LOAN CORPORATION,
                                as Seller


                                By:
                                    -------------------------------------
                                    Terry McCoy
                                    Senior Vice President

                                FIRST TENNESSEE BANK NATIONAL
                                ASSOCIATION, as Purchaser

                                By:
                                    -------------------------------------
                                    Wade Walker
                                    Senior Vice President - Asset Securitization


<PAGE>

                                   SCHEDULE A

                              [BEGINS ON NEXT PAGE]

                      [Available Upon Request From Trustee]

<PAGE>

                                       B-5
                                   SCHEDULE B

             REPRESENTATIONS AND WARRANTIES AS TO THE MORTGAGE LOANS

      First  Horizon  Home Loan  Corporation  (the  "Seller")  hereby  makes the
representations  and  warranties  set forth in this  Schedule  B on which  First
Tennessee Bank National  Association (the  "Purchaser")  relies in accepting the
Mortgage Loans.  Such  representations  and warranties speak as of the execution
and delivery of the Mortgage  Loan Purchase  Agreement,  dated as of January 28,
2005 (the "MLPA"),  between First Horizon Home Loan Corporation,  as seller, and
the Purchaser and as of the Closing Date, or if so specified  herein,  as of the
Cut-off Date or date of origination of the Mortgage Loans, but shall survive the
sale,  transfer,  and  assignment of the Mortgage Loans to the Purchaser and any
subsequent  sale,  transfer and  assignment  by the  Purchaser to a third party.
Capitalized  terms used but not otherwise  defined in this Schedule B shall have
the meanings ascribed thereto in the MLPA.

      (1)   The information set forth on Schedule A to the MLPA, with respect to
            each Mortgage  Loan is true and correct in all material  respects as
            of the Closing Date.

      (2)   Each Mortgage is a valid and enforceable first lien on the Mortgaged
            Property subject only to (a) the lien of nondelinquent  current real
            property taxes and assessments and liens or interests  arising under
            or as a result of any  federal,  state or local law,  regulation  or
            ordinance relating to hazardous wastes or hazardous  substances and,
            if the related Mortgaged Property is a unit in a condominium project
            or Planned Unit  Development,  any lien for common charges permitted
            by statute or homeowner association fees, (b) covenants,  conditions
            and  restrictions,  rights of way,  easements  and other  matters of
            public  record as of the date of  recording of such  Mortgage,  such
            exceptions   appearing  of  record  being  generally  acceptable  to
            mortgage  lending  institutions  in the  area  wherein  the  related
            Mortgaged  Property  is located  or  specifically  reflected  in the
            appraisal  made in connection  with the  origination  of the related
            Mortgage  Loan,  and (c) other matters to which like  properties are
            commonly subject which do not materially interfere with the benefits
            of the security intended to be provided by such Mortgage.

      (3)   Immediately  prior to the  assignment  of the Mortgage  Loans to the
            Purchaser,  the Seller had good title to, and was the sole owner of,
            each Mortgage Loan free and clear of any pledge,  lien,  encumbrance
            or security interest and had full right and authority, subject to no
            interest or participation of, or agreement with, any other party, to
            sell and assign the same pursuant to this Agreement.

      (4)   As of the date of origination  of each Mortgage  Loan,  there was no
            delinquent  tax or  assessment  lien  against the related  Mortgaged
            Property.

      (5)   There is no valid offset,  defense or  counterclaim  to any Mortgage
            Note or Mortgage,  including the  obligation of the Mortgagor to pay
            the unpaid principal of or interest on such Mortgage Note.


                                      B-1
<PAGE>

      (6)   There are no mechanics'  liens or claims for work, labor or material
            affecting  any Mortgaged  Property  which are or may be a lien prior
            to, or equal with, the lien of such Mortgage, except those which are
            insured  against by the title  insurance  policy referred to in item
            (11) below.

      (7)   To the best of the Seller's  knowledge,  no  Mortgaged  Property has
            been  materially  damaged  by water,  fire,  earthquake,  windstorm,
            flood,  tornado or similar  casualty  (excluding  casualty  from the
            presence of hazardous  wastes or hazardous  substances,  as to which
            the Seller makes no  representation)  so as to affect  adversely the
            value  of the  related  Mortgaged  Property  as  security  for  such
            Mortgage Loan.

      (8)   Each Mortgage Loan at origination  complied in all material respects
            with applicable local,  state and federal laws,  including,  without
            limitation,  usury, equal credit opportunity, real estate settlement
            procedures,  truth-in-lending  and disclosure laws and  specifically
            applicable  predatory and abusive lending laws, or any noncompliance
            does not have a material  adverse effect on the value of the related
            Mortgage Loan.

      (9)   No  Mortgage  Loan is a "high cost loan" as defined by the  specific
            applicable predatory and abusive lending laws.

      (10)  Except as reflected in a written  document  contained in the related
            Mortgage  File,  the Seller has not  modified  the  Mortgage  in any
            material respect; satisfied, cancelled or subordinated such Mortgage
            in whole or in part;  released  the  related  Mortgaged  Property in
            whole or in part from the lien of such  Mortgage;  or  executed  any
            instrument of release,  cancellation,  modification  or satisfaction
            with respect thereto.

      (11)  A lender's  policy of title  insurance  together  with a condominium
            endorsement and extended coverage endorsement,  if applicable, in an
            amount at least equal to the Cut-off Date Principal  Balance of each
            such  Mortgage  Loan or a commitment  (binder) to issue the same was
            effective on the date of the origination of each Mortgage Loan, each
            such policy is valid and remains in full force and effect.

      (12)  To the best of the Seller's knowledge, all of the improvements which
            were included for the purpose of determining  the appraised value of
            the Mortgaged Property lie wholly within the boundaries and building
            restriction lines of such property, and no improvements on adjoining
            properties encroach upon the Mortgaged Property, unless such failure
            to be wholly within such  boundaries and  restriction  lines or such
            encroachment, as the case may be, does not have a material effect on
            the value of such Mortgaged Property.

      (13)  To the best of the Seller's knowledge, as of the date of origination
            of each Mortgage  Loan, no  improvement  located on or being part of
            the Mortgaged  Property is in violation of any applicable zoning law
            or  regulation  unless  such  violation  would  not have a  material
            adverse effect on the value of the related  Mortgaged  Property.  To
            the best of the Seller's  knowledge,  all inspections,  licenses and
            certificates  required  to be made or  issued  with  respect  to all
            occupied portions of the Mortgaged Property and, with respect to the
            use  and  occupancy  of the  same,  including  but  not  limited  to
            certificates of occupancy and fire underwriting  certificates,  have
            been made or obtained from the appropriate  authorities,  unless the
            lack thereof would not have a material  adverse  effect on the value
            of such Mortgaged Property.


                                      B-2
<PAGE>

      (14)  The Mortgage Note and the related Mortgage are genuine,  and each is
            the  legal,  valid and  binding  obligation  of the  maker  thereof,
            enforceable in accordance with its terms and under applicable law.

      (15)  The  proceeds of the  Mortgage  Loan have been fully  disbursed  and
            there is no requirement for future advances thereunder.

      (16)  The related Mortgage contains  customary and enforceable  provisions
            which render the rights and remedies of the holder thereof  adequate
            for the realization  against the Mortgaged  Property of the benefits
            of the security, including, (i) in the case of a Mortgage designated
            as a deed of  trust,  by  trustee's  sale,  and  (ii)  otherwise  by
            judicial foreclosure.

      (17)  With  respect  to each  Mortgage  constituting  a deed of  trust,  a
            trustee,  duly qualified under  applicable law to serve as such, has
            been  properly  designated  and  currently so serves and is named in
            such Mortgage, and no fees or expenses are or will become payable by
            the holder of the  Mortgage to the trustee  under the deed of trust,
            except in  connection  with a  trustee's  sale after  default by the
            Mortgagor.

      (18)  As of  the  Closing  Date,  the  improvements  upon  each  Mortgaged
            Property are covered by a valid and existing hazard insurance policy
            with a  generally  acceptable  carrier  that  provides  for fire and
            extended  coverage  and  coverage  for  such  other  hazards  as are
            customarily required by institutional single family mortgage lenders
            in the area where the Mortgaged Property is located,  and the Seller
            has  received no notice that any  premiums  due and payable  thereon
            have not been paid; the Mortgage obligates the Mortgagor  thereunder
            to maintain  all such  insurance  including  flood  insurance at the
            Mortgagor's cost and expense.  Anything to the contrary in this item
            (18) notwithstanding, no breach of this item (18) shall be deemed to
            give  rise  to  any  obligation  of  the  Seller  to  repurchase  or
            substitute  for such affected  Mortgage Loan or Loans so long as the
            Seller maintains a blanket policy.

      (19)  If at the time of  origination  of each Mortgage  Loan,  related the
            Mortgaged  Property  was in an area then  identified  in the Federal
            Register  by the  Federal  Emergency  Management  Agency  as  having
            special flood hazards,  a flood  insurance  policy in a form meeting
            the then-current  requirements of the Flood Insurance Administration
            is in  effect  with  respect  to  such  Mortgaged  Property  with  a
            generally acceptable carrier.


                                      B-3
<PAGE>

      (20)  To the  best  of the  Seller's  knowledge,  there  is no  proceeding
            pending or threatened for the total or partial  condemnation  of any
            Mortgaged Property, nor is such a proceeding currently occurring.

      (21)  To best of the Seller's knowledge, there is no material event which,
            with the  passage of time or with notice and the  expiration  of any
            grace or cure  period,  would  constitute  a  material  non-monetary
            default,  breach,  violation  or event  of  acceleration  under  the
            Mortgage or the related Mortgage Note; and the Seller has not waived
            any material  non-monetary  default,  breach,  violation or event of
            acceleration.

      (22)  Any leasehold  estate  securing a Mortgage Loan has a stated term at
            least as long as the term of the related Mortgage Loan.

      (23)  Each  Mortgage   Loan  was  selected  from  among  the   outstanding
            adjustable-rate  one- to four-family  mortgage loans in the Seller's
            portfolio  at the Closing Date as to which the  representations  and
            warranties made with respect to the Mortgage Loans set forth in this
            Schedule  B can be  made.  No such  selection  was  made in a manner
            intended    to    adversely    affect   the    interests    of   the
            Certificateholders.

      (24)  The Mortgage Loans provide for the full  amortization  of the amount
            financed over a series of monthly payments.

      (25)  At origination,  substantially  all of the Mortgage Loans had stated
            terms to maturity of 30 years.

      (26)  Scheduled  monthly  payments made by the  Mortgagors on the Mortgage
            Loans  either  earlier or later than their Due Dates will not affect
            the  amortization  schedule  or  the  relative  application  of  the
            payments to principal and interest.

      (27)  The  Mortgage  Loans may be  prepaid by the  Mortgagors  at any time
            without a prepayment penalty.

      (28)  Some of the Mortgage  Loans in Pool I and Pool II are jumbo Mortgage
            Loans which have principal  balances at origination  that exceed the
            then  applicable  limitations for purchase by Fannie Mae and Freddie
            Mac.

      (29)  Each Mortgage Loan in Pool I was  originated on or after October 12,
            2004.  Each Mortgage Loan in Pool II was originated on or after June
            1, 2004.

      (30)  The latest  stated  maturity  date of any Mortgage Loan in Pool I is
            February  1, 2035,  and the  earliest  stated  maturity  date of any
            Mortgage  Loan in Pool I is  November  1, 2034.  The  latest  stated
            maturity  date of any  Mortgage  Loan in Pool II is ebruary 1, 2035,
            and the earliest  stated  maturity date of any Mortgage Loan in Pool
            II is July I, 2034.

      (31)  No Mortgage Loan was delinquent  more than 30 days as of the Cut-off
            Date.


                                      B-4
<PAGE>

      (32)  No Mortgage Loan had a  Loan-to-Value  Ratio at  origination of more
            than 95%.  Generally,  each Mortgage Loan with a Loan-to-Value Ratio
            at origination of greater than 80% is covered by a Primary Insurance
            Policy issued by a mortgage  insurance company that is acceptable to
            Fannie Mae or Freddie Mac.

      (33)  Each Mortgage Loan  constitutes  a "qualified  mortgage"  within the
            meaning of Section 860G(a)(3) of the Code.

      (34)  No  Mortgage  Loan is a "high cost loan" as defined by the  specific
            applicable  predatory  and abusive  lending  laws.  In addition,  no
            Mortgage  Loan  is a  "High  Cost  Loan"  or a  "Covered  Loan",  as
            applicable (as such terms are defined in the then current Standard &
            Poor's LEVELS(R) Glossary which is now Version 5.6 Revised, Appendix
            E) and no  Mortgage  Loan  originated  on or after  October  1, 2002
            through March 6, 2003 is governed by the Georgia Fair Lending Act.

      (35)  Appraisal  form 1004 or form 2055 with an  interior  inspection  for
            first  lien  mortgage  loans  has  been  obtained  for  all  related
            mortgaged   properties,   other   than   condominiums,    investment
            properties,  two to four unit properties and exempt properties,  for
            which appraisal form 1004 or form 2055 has not been obtained.

            Appraisal  form 704, 2065 or 2055 with an exterior  only  inspection
            for  junior  lien  mortgages  combined  with  first  lien  mortgages
            (including  home equity  lines of credit) has been  obtained for all
            related mortgaged  properties,  other than condominiums,  investment
            properties,  two to four unit properties and exempt properties,  for
            which  appraisal  form  1004 or form  2055  has not  been  obtained.
            Appraisal  form 704, 2065 or 2055 with an exterior  only  inspection
            for all  other  junior  lien  mortgages  has been  obtained  for all
            related  mortgaged  properties,  other than those related  mortgaged
            properties that qualify for an Automated Valuation Model.

                                      B-5