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.


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      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.


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<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.


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<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


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<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;


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<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.


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<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.


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<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]


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<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


                                      -12-
<PAGE>

                                   SCHEDULE A

                              [BEGINS ON NEXT PAGE]

                      [Available Upon Request From Trustee]
<PAGE>

                                   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
            fixed-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, all of the Mortgage Loans in Pool I had stated terms
            to maturity of 30 years and substantially all of the Mortgage Loans
            in Pool II had stated terms to maturity of 15 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)  Approximately 1.66% and 7.49% of the Mortgage Loans in Pool I and
            Pool II, respectively, contain a prepayment penalty option. The
            other Mortgage Loans may be prepaid by the Mortgagors at any time
            without a prepayment penalty.

      (28)  Approximately 20.48% of the Mortgage Loans in Pool I and
            approximately 15.66% of the Mortgage Loans in 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 June 15,
            2004. Each Mortgage Loan in Pool II was originated on or after
            August 10, 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 January 1, 2025. The latest stated
            maturity date of any Mortgage Loan in Pool II is January 1, 2020,
            and the earliest stated maturity date of any Mortgage Loan in Pool
            II is December 1, 2014.


                                      B-4
<PAGE>

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

      (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