AMENDMENT
      NO. 2 TO PURCHASE, WARRANTIES


AND
      SERVICING AGREEMENT








THIS
      AMENDMENT NO. 2, effective as of June 16, 2005, amends the Purchase, Warranties
      and Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”), First
      Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and First
      Horizon Home Loan Corporation (the “Seller”, and together with the Servicer, the
“Company”), previously entered into as of September 1, 2003 (the “Agreement”),
      as previously amended.





RECITALS





WHEREAS,
      the Seller sells to the Purchaser, and the Purchaser purchases from the Seller,
      from time to time, pursuant to the Agreement, certain conventional residential
      Mortgage Loans on a servicing retained basis serviced by the Servicer, including
      second lien loans; and





WHEREAS,
      in connection with future sales of Mortgage Loans to the Purchaser, the Company
      and the Purchaser wish to amend the Agreement as set forth below.





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth and for good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Purchaser and the Company agree to amend
      the Agreement as follows:





1.  The
      preamble, in the second “Whereas” clause, shall be amended to include “or second
      lien” following the term “first lien”.





2.  The
      definition of Mortgage shall be amended to include; “or second lien” following
      the term “first lien”.





3.  The
      definition of “Determination Date” shall be deleted in its entirety and replaced
      with the following:





“Determination
      Date :
      For
      first lien Mortgage Loans only, the 15th day (or if such 15th day is not a
      Business Day, the Business Day immediately preceding such 15th day) of the
      month
      of the related Remittance Date. For second lien Mortgage Loans only, with
      respect to each Remittance Date, the close of business of the last day of the
      month preceding the month in which such Remittance Date occurs.”





4.  The
      definition of “Monthly Advance” shall be amended to add; “For first lien
      Mortgage Loans only,” at the beginning of the definition.





5.  The
      definition of “Remittance Date” shall be deleted in its entirety and replaced
      with the following:





“ Remittance
      Date :
      For
      first lien Mortgage Loans only, the 18th day of any month, beginning with the
      First Remittance Date, or if such 18th day is not a Business Day, the first
      Business Day immediately preceding such 18th day. For second lien Mortgage
      Loans, the fifth (5th) day of each month, commencing on the fifth (5th) day
      of
      the month next following the month in which the Cut-off Date occurs, or if
      such
      fifth (5th) day is not a Business Day, the first Business Day immediately
      following such fifth (5th) day.”





6.  Section
      3.02(b) shall be amended to include “or second lien, as applicable,” following
      the term “first lien” and to include “or second priority ownership interest, as
      applicable,” following the term “first priority ownership
      interest”.





7.  Section
      3.02(j) shall be amended to include “or second lien, as applicable,” following
      the term “first lien”. Further, Section 3.02(j) shall be amended to add “and (4)
      for any second lien Mortgage Loan, the related first lien” at the end of the
      second sentence.





8.
      The
      following representations and warranties shall be added to Section
      3.02:





(ggg)
      With respect to any Mortgage Loan originated on or after August 1, 2004 and
      underlying the security, neither the related Mortgage nor the related Mortgage
      Note requires the borrower to submit to arbitration to resolve any dispute
      arising out of or relating in any way to the mortgage loan
      transaction.


(hhh) No
      Mortgage Loan is secured by Mortgaged Property in the Commonwealth of
      Massachusetts with a loan application date on or after November 7, 2004 that
      refinances a mortgage loan that is less than sixty (60) months old, unless
      such
      Mortgage Loan (i) is on an investment property, (ii) meets the requirements
      set
      forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
      (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c).




9.  Section
      4.03 shall be amended to include the following:




“For
      all
      second lien Mortgage Loans only, t he
      Company shall use its best efforts, consistent with the procedures that the
      Company would use in servicing loans for its own account, consistent with
      Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the
      best interest of Purchaser, to foreclose upon or otherwise comparably convert
      the ownership of properties securing such of the Mortgage Loans as come into
      and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments. In addition, for all second lien Mortgage
      Loans only, if the Company reasonably believes that Liquidation Proceeds with
      respect to any such Mortgage Loan would not be increased as a result of such
      foreclosure or other action, such Mortgage Loan will be charged-off or will
      become a liquidated Mortgage Loan. The Company will give notice of any such
      charge-off to the Purchaser. The decision of the Company to foreclose on a
      defaulted second lien Mortgage Loan shall be subject to a determination by
      the
      Company that the proceeds of such foreclosure would exceed the costs and
      expenses of bringing such a proceeding.




Further,
      for all second lien Mortgage Loans, the Company agrees that it shall provide
      to
      Purchaser within one hundred twenty (120) days of default for any such second
      lien Mortgage Loan a bid pass package to Purchaser containing all relevant
      information and any necessary supporting documentation needed for Purchaser
      to
      determine whether to foreclose or charge-off such second lien Mortgage Loan.
      For
      any such second lien Mortgage Loan, Purchaser shall advise Company of its
      decision to foreclose or charge-off by no later than one hundred eighty (180)
      days of default of such second lien Mortgage Loan. In addition, notwithstanding
      anything contrary contained herein, Company will cease collection activity
      on
      any second lien Mortgage Loan that is twelve (12) months or more delinquent.”




10.  Section
      4.03 shall be amended to include as the final paragraph:




“ If
      the
      Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan
      on
      the related Mortgaged Property as of the Cut-off Date, then the Company, in
      such
      capacity, may consent to the refinancing of the prior senior lien, provided
      that
      the following requirements are met: (i) the resulting combined Loan-to-Value
      Ratio of such Mortgage Loan is no higher than the combined Loan-to-Value Ratio
      prior to such refinancing; and (ii) the interest rate, or, in the case of an
      adjustable rate existing senior lien, the maximum interest rate, for the loan
      evidencing the refinanced senior lien is no more than 2.0% higher than the
      interest rate or the maximum interest rate, as the case may be, on the loan
      evidencing the existing senior lien immediately prior to the date of such
      refinancing; and (iii) the loan evidencing the refinanced senior lien is not
      subject to negative amortization.”




11.  Section
      5.01 shall be amended to add; “Notwithstanding anything to the contrary
      contained herein, for all second lien Mortgage Loans only, Company shall, within
      five (5) business days of receipt, distribute by wire transfer of immediately
      available funds to the Purchaser all Principal Prepayments made in
      full.”




12.  Section
      5.03 shall be amended to add; “For first lien Mortgage Loans only,” at the start
      of the first sentence. Further, Section 5.03 shall be amended to add as a third
      paragraph; “Notwithstanding anything to the contrary contained herein, the
      Company’s obligations to make such Monthly Advances shall only extend to first
      lien Mortgage Loans and Company shall not make such Monthly Advances for any
      second lien Mortgage Loan.”




13.  Section
      5.05 shall be amended to add; “For first lien Mortgage Loans only,” at the start
      of the first sentence. Further, Section 5.05 shall be amended to add as a second
      sentence; “Notwithstanding anything to the contrary contained herein, the
      Company’s obligations to make such Prepayment Interest Shortfalls shall only
      extend to first lien Mortgage Loans and Company shall not make such Prepayment
      Interest Shortfalls for any second lien Mortgage Loan.”


14.  Section
      9.01(viii) shall be amended to replace “or second lien” following the term
“first lien





15.  Section
      11.10 shall be amended to include the following as a third
      paragraph:





“ The
      Company agrees that the Company (i) shall comply with any applicable laws and
      regulations regarding the privacy and security of Consumer Information
      including, but not limited to the Gramm-Leach-Bliley
      Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq. ,
      (ii)
      shall not use Consumer Information in any manner inconsistent with any
      applicable laws and regulations regarding the privacy and security of Consumer
      Information, (iii) shall not disclose Consumer Information to third parties
      except at the specific written direction of the Purchaser, (iv) shall maintain
      adequate physical, technical and administrative safeguards to protect Consumer
      Information from unauthorized access as provided by the applicable laws and
      regulations, and (v) shall immediately notify the Purchaser of any actual or
      suspected breach of the confidentiality of Consumer Information that would
      have
      a material and adverse effect on the Purchaser. Consumer Information
      includes, but is not limited to, all personal information about the Mortgagors
      that is supplied to the Purchaser by or on behalf of the Company.  The
      Company agrees that the Company shall indemnify, defend and hold the Purchaser
      harmless from and against any loss, claim or liability the Purchaser may suffer
      by reason of the Company's failure to perform the obligations set forth in
      this
      Section 11.10.”





16.  Section
      11.18 shall be amended to include; “ Notwithstanding
      anything to the contrary in this Section 11.18, the Company agrees that it
      is
      required to perform the obligations described in Exhibit K hereto” at the end of
      the first flush paragraph.





17.  Section
      11.19 shall be deleted in its entirety and replaced with the
      following:





Section
      11.19.  Monthly
      Reporting with Respect to a Reconstitution .





As
      long
      as the Company continues to service Mortgage Loans and until the Company has
      updated its servicing or reporting system to report on a transmittal basis,
      the
      Company agrees that with respect to any Mortgage Loan sold or transferred
      pursuant to a Reconstitution as described in Section 11.18 of this Agreement
      (a
“Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the
      Purchaser with the information set forth in Exhibit J attached hereto for each
      Reconstituted Mortgage Loan in Excel or such electronic delimited file format
      as
      may be mutually agreed upon by both Purchaser and Company. Such information
      shall be provided monthly for all Reconstituted Mortgage Loans on the fifth
      (5 th )
      Business Day of each month for the immediately preceding monthly period, and
      shall be transmitted to fast.data@bear.com .
      The
      Company and Purchaser agree that the Company shall inform Purchaser when it
      has
      updated its servicing or reporting system to report on a transmittal basis.
      At
      such time, Company and Purchaser agree to determine how, if it all, any reports
      should be sent under this Section 11.19.





18.  Section
      11.21 shall be added to the Agreement:





Section
      11.21. Signature
      Pages/Counterparts. Notwithstanding
      anything to the contrary in the Agreement, this Term Sheet shall be executed
      by
      each party (i) in one or more fully executed copies, each of which shall
      constitute a fully executed original Term Sheet, and/or (ii) in counterparts
      having one or more original signatures, and all such counterparts containing
      the
      original signatures of all of the parties hereto taken together shall constitute
      a fully executed original Term Sheet, and/or (iii) by delivery of one or more
      original signed signature pages to the other parties hereto (x) by mail or
      courier, and/or (y) by electronic transmission, including without limitation
      by
      telecopier, facsimile or email of a scanned image (“Electronic Transmission”),
      each of which as received shall constitute for all purposes an executed original
      signature page of such party. The Purchaser may deliver a copy of this Term
      Sheet, fully executed as provided herein, to each other party hereto by mail
      and/or courier and/or Electronic Transmission, and such copy as so delivered
      shall constitute a fully executed original Term Sheet, superseding any prior
      form of the Term Sheet that differs therefrom in any respect related to the
      Mortgage Loans hereunder.”




19.  Capitalized
      terms used but not defined herein shall have the meanings ascribed to them
      in
      the Agreement.





20.  All
      other
      terms and conditions of the Agreement remain unchanged and in full force and
      effect.





IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
      executed and delivered by their proper and duly authorized officers as of the
      day and year first above written.







**EMC
      MORTGAGE CORPORATION**


Purchaser





By:________________________


Name:


Title:





**FIRST
      HORIZON HOME LOAN**


**CORPORATION**


Seller





By:
      _______________________


Name:


Title:





**FIRST
      TENNESSEE MORTGAGE**


**SERVICES,
      INC.**


S ervicer





By:
      _______________________


Name:


Title:








EXHIBIT
      J





RECONSTITUTED
      MORTGAGE LOAN REPORTING


( Reports
      sent electronically in Text or Excel Format)







(a )  Servicer
      Mortgage Loan Number


(b)  FNMA
      Mortgage Loan Number (if applicable)


(c)  Lender/Seller
      Mortgage Loan Number (plus any other loan number)


(d)  Month
      end
      date/ date file created


(e)  Scheduled
      Beginning Balance


(f)  Actual
      Beginning Balance


(g)  Scheduled
      Ending Balance


(h)  Actual
      Ending Balance


(i)  Gross
      Rate (current gross rate)


(j)  Net
      Rate
      (current passthrough)


(k)  Last
      Payment Date (LPI_DATE in Fannie's Laser Reporting)- S/S reporting
      only


(l)  Next
      Due
      Date  -
      A/A
      reporting only


(m)
      Default Reporting Data


(i)
      Servicer Loan Number


(ii)
      Investor Loan Number


(iii)
      Borrower Last Name


(iv)
      60
      Days


(v)
      90
      Days


(vi)
      120
      Days & Over


(vii)
      Due
      Date


(viii)
      Status Code


(ix)
      Foreclosure Start Date


(x)
      Foreclosure End Date


(xi)
      Foreclosure Sale Date


(xii)Bankruptcy
      Chapter


(xiii)
      Bankruptcy Start Date


(xiv)
      Bankruptcy End Date


(xv)
      Bankruptcy Post Petition Due Date


(xvi)
      Bankruptcy Case #


(xvii)
      REO Start Date


(xviii)
      REO Sale Date


(xix)
      Comment









EXHIBIT
      K





COMPANY’S
      OBLIGATIONS IN CONNECTION


WITH
      A
      RECONSTITUTION





|**·** | The
              Company shall (i) possess the ability to service to a securitization
              documents; (ii) service on a “Scheduled/Scheduled” reporting basis
              (advancing through the liquidation of an REO Property), (iii) make
              compensating interest payments on payoffs and curtailments and (iv)
              remit
              and report to a master servicer in format acceptable to such master
              servicer.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**·** | The
              Company shall provide an acceptable annual certification (officer’s
              certificate) to the master servicer (as required by the Sarbanes-Oxley
              Act
              of 2002) as well as any other annual certifications required under
              the
              securitization documents (i.e. the annual statement as to
              compliance/annual independent certified public accountants’ servicing
              report due).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**·** | The
              Company shall allow for the Purchaser, the master servicer or their
              designee to perform a review of audited financials and net worth of
              the
              Company.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**·** | The
              Company shall provide a Uniform Single Attestation Program certificate
              and
              Management Assertion as requested by the master servicer and/or the
              Purchaser.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**·** | The
              Company shall provide information on each Custodial Account as requested
              by the master servicer and/or the Purchaser, and each Custodial Accounts
              shall comply with the requirements for such accounts as set forth in
              the
              securitization documents.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**·** | The
              Company shall provide any additional information as reasonably requested
              by Purchaser and/or the master servicer.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------