MORTGAGE LOAN PURCHASE AGREEMENT

      THIS MORTGAGE LOAN PURCHASE AGREEMENT dated as of December 29, 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.

      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, 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: December 29, 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.
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      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 December 29,
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: December 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.

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      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(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.

      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.

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<PAGE>

      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: $331,801,926.06

      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.

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      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.

                                  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"):

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      (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 recorded 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 Seller as being
            a true and complete copy of the Mortgage;

      (c)   in the case of a Mortgage Loan that is not a MERS Mortgage Loan, a
            duly executed assignment of the Mortgage, or a copy of such
            assignment certified by the Seller as being a true and complete copy
            of the assignment, in blank (which may be included in a blanket
            assignment or assignments), together with, except as provided below,
            all interim recorded assignments, or copies of such interim
            assignments certified by the Seller as being true and complete
            copies of the interim 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, or a copy of
            such title policy certified by the Seller as being a true and
            complete copy of the 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, or in lieu
            thereof, an Alternative Title Product or a copy of such Alternative
            Title Product certified by the Seller as being a true and complete
            copy of the Alternative Title Product; and

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      (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 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.

                                      -7-
<PAGE>

         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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<PAGE>

                                   ARTICLE IV
                         Representations and Warranties

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

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

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

                  (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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<PAGE>

                  (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 representations and
         warranties made pursuant to Schedule B hereto with respect to such
         Mortgage Loan.


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<PAGE>

                  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-
<PAGE>

      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-
<PAGE>

      IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the 29th day of December, 2005.

                               FIRST HORIZON HOME LOAN CORPORATION, as Seller


                               By:
                                  ----------------------------------------------
                                        Terry McCoy
                                        Executive Vice President

                               FIRST HORIZON ASSET SECURITIES INC., as Purchaser


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

Mortgage Loan Purchase Agreement - 2005-AA12 Signature Page

<PAGE>


                                   SCHEDULE A

                      [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 December 29, 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 December 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, or, in lieu thereof, an
                  Alternative Title Product.

                                      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 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. 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.

                                      B-3
<PAGE>

            (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, Pool II and Pool III 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.

                                      B-4
<PAGE>

            (28)  Approximately 25.09% of the Mortgage Loans in Pool I, 0% of
                  the Mortgage Loans in Pool II and 100% of the Mortgage Loans
                  in Pool III 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, Pool II and Pool III was
                  originated on or after December 29, 2004, June 3, 2005 and
                  July 12, 2005, respectively.

            (30)  The latest stated maturity date of any Mortgage Loan in Pool I
                  is January 1, 2036, and the earliest is January 1, 2035. The
                  latest stated maturity date of any Mortgage Loan in Pool II is
                  January 1, 2036, and the earliest is July 1, 2035. The latest
                  stated maturity date of any Mortgage Loan in Pool III is
                  January 1, 2036, and the earliest is August 1, 2035.

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

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

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

            (34)  No Mortgage Loan is a "high cost loan" as defined by the
                  specific applicable 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 Standard & Poor's LEVELS(R)
                  Glossary which is now Version 5.6c 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.

            (36)  No Mortgage Loan is covered by the Home Ownership and Equity
                  Protection Act of 1994 ("HOEPA").

                                      B-5
<PAGE>

            (37)  No Mortgage Loan originated on or after October 1, 2002 and
                  before March 7, 2003 is secured by property located in the
                  State of Georgia. No Mortgage Loan originated on or after
                  March 7, 2003 is a "high-cost home loan" as defined under the
                  Georgia Fair Lending Act.

            (38)  No Mortgage Loan is a "high cost home," "covered" (excluding
                  home loans defined as "covered home loans" pursuant to clause
                  (1) of the definition of that term in the New Jersey Home
                  Ownership Security Act of 2002), "high risk home" or
                  "predatory" loan under any applicable state, federal or local
                  law (or a similarly classified loan using different
                  terminology under a law imposing heightened regulatory
                  scrutiny or additional legal liability for residential
                  mortgage loans having high interest rates, points and/or fees.

            (39)  The servicer for each Mortgage Loan has fully furnished, in
                  accordance with the Fair Credit Reporting Act and its
                  implementing regulations, accurate and complete information
                  (i.e. favorable and unfavorable) on its Mortgagor credit files
                  to Equifax, Experian, and Trans Union Credit Information
                  Company on a monthly basis.

            (40)  The servicer for each Mortgage Loan will fully furnish, in
                  accordance with the Fair Credit Reporting Act and its
                  implementing regulations, accurate and complete information
                  (i.e. favorable and unfavorable) on its Mortgagor credit files
                  to Equifax, Experian, and Trans Union Credit Information
                  Company on a monthly basis.

            (41)  The original principal balance of approximately 74.91% of the
                  Mortgage Loans in Pool I, 100% of the Mortgage Loans in Pool
                  II and 0% of the Mortgage Loans in Pool III are within Freddie
                  Mac's dollar amount limits for conforming one- to four-family
                  mortgage loans.

            (42)  With respect to any Mortgage Loan originated on or after
                  August 1, 2004, 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.

            (43)  No Mortgage Loan imposes prepayment penalties in excess of
                  five years.

                  With respect to each Mortgage Loan, no borrower obtained a
                  prepaid single-premium credit-life, credit disability, credit
                  unemployment or credit property insurance policy in connection
                  with the origination of the Mortgage Loan.

                                      B-6