Exhibit
10.1

FHAMS
2007-AA2


MORTGAGE
LOAN PURCHASE AGREEMENT


          THIS
MORTGAGE LOAN PURCHASE AGREEMENT dated as of June 29, 2007 by and between FIRST
HORIZON HOME LOANS, a division of First Tennessee Bank National Association, a
national banking association (the “Seller”), and FIRST HORIZON ASSET SECURITIES
INC., a Delaware corporation (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.


          Alternative
Title Product: Any one of the following: (i) Lien Protection Insurance
issued by Integrated Loan Services or ATM Corporation of America, (ii) a
Mortgage Lien Report issued by EPN Solutions/ACRAnet, (iii) a Property Plus Report
issued by Rapid Refinance Service through SharperLending.com, or (iv) such
other alternative title insurance product that the Seller utilizes in
connection with its then current underwriting criteria.


          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, the State of Texas or New York City
is located are authorized or obligated by law or executive order to be closed.


          Closing
Date: June 29, 2007


          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.


          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 June 29, 2007 by and among
The Bank of New York, as trustee, First Horizon, as master servicer, and the
Custodian.


          Cut-Off
Date: June 1, 2007.


          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.


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          First
Horizon: First Horizon Home Loans, a division of First Tennessee Bank
National Association, a national banking association.


          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.


          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®
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.


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


          Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from time to
time, net of any insurance premium charged by the mortgagee to obtain or
maintain any primary insurance policy.


          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.


          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: $242,912,842.93


          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 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, as transferor and subservicer, and First Tennessee Mortgage Services,
Inc., as transferee and servicer.


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          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; (vii) have a loan-to-value ratio no higher
than that of the Deleted Mortgage Loan; (viii) have a remaining term to
maturity no greater than (and not more than one year less than that of) the
Deleted Mortgage Loan; (ix) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan and (x) comply with each representation
and warranty set forth in Schedule B hereto.


          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.


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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


	
 

	
 

	
 


	
 

	
 

	
          (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 





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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, or,
  in lieu thereof, an Alternative Title Product; 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;


	
 

	
 

	
 


	
 

	
(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; provided, further,
however, that the Seller shall not be required to provide an original or
duplicate lender’s title policy (together with all riders thereto) if the
Seller delivers an Alternative Title Product in lieu thereof. 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 


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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. 


          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. 


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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 national banking association and is validly
  existing and in good standing under the laws of the United States of America
  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 requisite 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 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.


	
 

	
 


	
 

	
          (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.





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          (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 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 





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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.


          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.


-11-






          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]


-12-






          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 June, 2007.


	
 

	
 

	
 


	
 

	
FIRST HORIZON HOME LOANS, a division of First
  Tennessee Bank National Association, as Seller


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Terry L. McCoy


	
 

	
Executive Vice
  President


	
 

	
 


	
 

	
FIRST HORIZON ASSET SECURITIES INC., as Purchaser


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Alfred Chang


	
 

	
Vice President




Mortgage Loan Purchase Agreement – 2007-AA2 Signature Page 







SCHEDULE
A


[Available
Upon Request From Trustee] 








SCHEDULE B


Representations and Warranties as to the
Mortgage Loans


          First
Horizon Home Loans, a division of First Tennessee Bank National Association
(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 June 29, 2007 (the “MLPA”), between First Horizon Home Loans, 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 June 1, 2007, between First Horizon Asset
Securities Inc., as depositor, First Horizon Home Loans, 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






	
 

	
 

	
 


	
 

	
(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.


	
 

	
 

	
 


	
 

	
(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, or, in lieu thereof, an Alternative Title Product.





B-2






	
 

	
 

	
 


	
 

	
(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 Loans 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. 





B-3






	
 

	
 

	
 


	
 

	
 

	
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, the related 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 adjustable-rate
  one-to-four family mortgage loans in the Seller’s portfolio at the Closing
  Date as to which the representations and warranties made with respect to the
  Mortgage Loans set forth in this Schedule B can be made. No such
  selection was made in a manner intended to adversely affect the interests of
  the Certificateholders.


	
 

	
 

	
 


	
 

	
(24)

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


	
 

	
 

	
 


	
 

	
(25)

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


	
 

	
 

	
 


	
 

	
(26)

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


	
 

	
 

	
 


	
 

	
(27)

	
The
  Mortgagors may prepay all of the Mortgage Loans at any time without penalty.


	
 

	
 

	
 


	
 

	
(28)

	
Approximately
  44.84% of the Mortgage Loans in Pool I and approximately 77.58% of the
  Mortgage Loans in Pool II are jumbo mortgage loans that have 





B-4






	
 

	
 

	
 


	
 

	
 

	
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 was originated on or after March 8, 2006. Each
  Mortgage Loan in Pool II was originated on or after December 12, 2006.


	
 

	
 

	
 


	
 

	
(30)

	
The latest
  stated maturity date of any Mortgage Loan in Pool I is July 1, 2037, and the
  earliest is April 1, 2036. The latest stated maturity date of any Mortgage
  Loan in Pool II is June 1, 2037, and the earliest is January 1, 2037.


	
 

	
 

	
 


	
 

	
(31)

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


	
 

	
 

	
 


	
 

	
(32)

	
Substantially
  all of the Mortgage Loans had a Loan-to-Value Ratio at origination of not
  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 local, state
  or federal 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 version of the Standard & Poor’s LEVELSâ
  Glossary, 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