MORTGAGE LOAN PURCHASE AGREEMENT

         THIS MORTGAGE LOAN PURCHASE AGREEMENT dated as of March 30, 2005 by and
between  FIRST  HORIZON  HOME  LOAN  CORPORATION,   a  Kansas  corporation  (the
"Seller"), and FIRST HORIZON ASSET SECURITIES INC. (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:  March 30, 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
March 30, 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:  March 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 accepted 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:  $229,651,121.49

         Purchaser:  First  Horizon  Asset  Securities  Inc., 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  Horizon Asset  Securities  Inc. 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


                                      -7-
<PAGE>

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.

         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


                                      -8-
<PAGE>

                  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.

                           (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


                                      -9-
<PAGE>

                  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
                  pools 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.

                  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



                                      -10-
<PAGE>

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.

         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:            4000 Horizon Way
                                                     Irving, Texas 75063
                                                     Attn: Larry P. Cole

                           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 30th day of March, 2005.

                            FIRST HORIZON HOME LOAN CORPORATION, as Seller


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

                            FIRST HORIZON ASSET SECURITIES INC., as Purchaser


                            By:
                                ------------------------------------------------
                                Alfred Chang
                                Vice President


Mortgage Loan Purchase Agreement - 2005-FA3 Signature Page

<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
Horizon Asset Securities Inc. (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 March 30, 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  or  the  Pooling  and  Servicing
Agreement,  dated as of March 1, 2005,  between First  Horizon Asset  Securities
Inc., as depositor, First Horizon Home Loan Corporation, as master servicer, and
The Bank of New York, as trustee.

         (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.


                                      B-1
<PAGE>

         (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.

         (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.  With respect to
                  the representations and warranties  contained within this item
                  (7) that are made to the  knowledge  or the best  knowledge of
                  the Seller or as to which the Seller has no  knowledge,  if it
                  is discovered  that the  substance of any such  representation
                  and warranty is inaccurate and the  inaccuracy  materially and
                  adversely  affects the value of the related  Mortgage Loan, or
                  the interest  therein of the Purchaser,  then  notwithstanding
                  the Seller's  lack of knowledge  with respect to the substance
                  of such  representation  and warranty being  inaccurate at the
                  time the representation and warranty was made, such inaccuracy
                  shall be deemed a breach of the applicable  representation and
                  warranty  and the Seller  shall take such action  described in
                  Section  4.1(c) of this  Agreement in respect of 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.



                                      B-2
<PAGE>
(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.

         (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.



                                      B-3
<PAGE>

         (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.

         (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,  substantially  all of the Mortgage  Loans in
                  Pool I and Pool II had stated  terms to  maturity  of 30 years
                  and 15 years, respectively.

         (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.



                                      B-4
<PAGE>

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

         (28)     Some of the Mortgage  Loans are jumbo Mortgage Loans that have
                  Stated 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 and Pool II was  originated on or
                  after September 27, 2004 and December 20, 2004, respectively.

         (30)     The latest stated maturity date of any Mortgage Loan in Pool I
                  is April 1, 2035, and the earliest stated maturity date of any
                  Mortgage Loan in Pool I is December 1, 2024. The latest stated
                  maturity  date of any  Mortgage  Loan in Pool II is  March  1,
                  2020,  and the earliest  stated  maturity date of any Mortgage
                  Loan in Pool II is February 1, 2015.

         (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)     Other than the  Residual  Certificates  and  excluding  rights
                  under the Corridor  Contracts,  the Corridor  Reserve Fund and
                  the Separate  Interest Trust, 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