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                                                                     EXHIBIT 1.1

                      FIRST HORIZON ASSET SECURITIES INC.

                      MORTGAGE PASS-THROUGH CERTIFICATES
                             (Issuable in Series)

                            UNDERWRITING AGREEMENT
                            ----------------------

Merrill Lynch & Co.                                           New York, New York
Merrill Lynch, Pierce Fenner & Smith                          May 23, 2001
          Incorporated
4 World Trade Center
New York, New York 10080

Ladies and Gentlemen:

     First Horizon Asset Securities Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), may offer for sale to
you and to each of the other several underwriters, if any, participating in an
underwriting syndicate managed by you, from time to time its Mortgage Pass-
Through Certificates evidencing interests in pools of mortgage loans (the
"Certificates").  The Certificates may be issued in various series, and within
each series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and each such
class, a "Class").  Each Series of the Certificates will be issued under a
separate Pooling and Servicing Agreement (each, a "Pooling and Servicing
Agreement") to be dated as of the respective cut-off date (each, a "Cut-off
Date") between the Company, as depositor, First Horizon Home Loan Corporation,
as seller and master servicer, and The Bank of New York, as trustee (the
"Trustee").  Capitalized terms used but not defined herein shall have the
meanings given to them in the related Pooling and Servicing Agreement.

     The Certificates issued under each Pooling and Servicing Agreement will
represent the entire beneficial ownership interest in a trust fund (the "Trust
Fund") established by such Pooling and Servicing Agreement.  The assets of each
Trust Fund will consist primarily of (i) one or more pools of conventional,
fixed rate, first lien, fully amortizing, one- to four-family residential
mortgage loans (the "Mortgage Loans") having the original terms to maturity
specified in the related Terms Agreement referred to hereinbelow, (ii) mortgage
pass-through securities issued or guaranteed by Ginnie Mae, Fannie Mae or
Freddie Mac, or (iii) private mortgage-backed securities backed by first lien
mortgage loans secured by one- to four-family residential properties or
participations therein.  If so specified in the related Terms Agreement, one or
more elections may be made to treat the assets of each Trust Fund as a real
estate mortgage investment conduit (each, a "REMIC") for federal income tax
purposes.

     Whenever the Company determines to make an offering of Certificates (each,
a "Certificate Offering") pursuant to this Agreement through you, it will enter
into an agreement (the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the purchase and
public offering thereof by, you and such other underwriters, if any, selected by
you as have authorized you to enter into such Terms Agreement on their behalf
(the underwriters in any such Terms Agreement being referred to herein as
"Underwriters," which term shall include you whether acting alone in the sale of
any Series of
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Certificates or as a member of the underwriting syndicate). Each such
Certificate Offering which the Company elects to make pursuant to this Agreement
shall be governed by this Agreement, as supplemented by the related Terms
Agreement. Each Terms Agreement, which shall be substantially in the form of
Exhibit A hereto, shall specify, among other things, the Classes of Certificates
to be purchased by the Underwriters (the "Offered Certificates"), the names of
the Underwriters participating in such offering (subject to substitution as
provided in Section 16 hereof) and the principal amount of the Offered
Certificates which each severally agrees to purchase, the names of such other
Underwriters, if any, acting as co-managers with you in connection with each
offering, the principal balance or balances of the Offered Certificates, each
subject to any stated variance, and the price or prices at which such Offered
Certificates are to be purchased by the Underwriters from the Company.

     1.   Representations and Warranties.  The Company represents and warrants
          ------------------------------
to and agrees with each Underwriter, as of the date of the related Terms
Agreement, that:

          (a)  The registration statement specified in the related Terms
     Agreement, on Form S-3, including a prospectus, has been filed with the
     Securities and Exchange Commission (the "Commission") for the registration
     under the Securities Act of 1933, as amended (the "Act"), of mortgage pass-
     through certificates issuable in series, which registration statement has
     been declared effective by the Commission.  Such registration statement, as
     amended to the date of the related Terms Agreement, including any documents
     incorporated by reference therein pursuant to Item 12 of Form S-3 under the
     Act which were filed under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), on or before the effective date of the Registration
     Statement, is hereinafter called the "Registration Statement", and such
     prospectus, as such prospectus is supplemented by a prospectus supplement
     relating to the Offered Certificates of the related Series, each in the
     form first filed after the date of the related Terms Agreement pursuant to
     Rule 424(b) under the Act, including any documents incorporated by
     reference therein pursuant to Item 12 of Form S-3 under the Act which were
     filed under the Exchange Act on or before the date of such prospectus
     supplement (other than any such incorporated documents that relate to
     Collateral Term Sheets (as defined herein))(such prospectus supplement,
     including such incorporated documents (other than those that relate to
     Collateral Term Sheets), in the form first filed after the date of the
     related Terms Agreement pursuant to Rule 424(b) is hereinafter called the
     "Prospectus Supplement"), is hereinafter called the "Prospectus".  Any
     reference herein to the terms "amend", "amendment" or "supplement" with
     respect to the Registration Statement, the Prospectus or the Prospectus
     Supplement shall be deemed to refer to and include the filing of any
     document under the Exchange Act after the effective date of the
     Registration Statement or the issue date of the Prospectus or Prospectus
     Supplement, as the case may be, deemed to be incorporated therein by
     reference pursuant to Item 12 of Form S-3 under the Act.

          (b)  The related Registration Statement, at the time it became
     effective, and the Prospectus contained therein, and any amendments thereof
     and supplements thereto filed prior to the date of the related Terms
     Agreement, conformed in all material respects to the requirements of the
     Act and the rules and regulations of the Commission thereunder; on the date
     of the related Terms Agreement and on each Closing Date (as defined in
     Section

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     3 below), the related Registration Statement and the related Prospectus,
     and any amendments thereof and supplements thereto, will conform in all
     material respects to the requirements of the Act and the rules and
     regulations of the Commission thereunder; such Registration Statement, at
     the time it became effective, did not contain any untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading; such
     Prospectus, on the date of any filing pursuant to Rule 424(b) and on each
     Closing Date, will not include any untrue statement of a material fact or
     omit to state a material fact necessary to make the statements therein, in
     the light of the circumstances under which they are made, not misleading;
     and the detailed description (each, a "Detailed Description") filed in
     connection with any Pre-Funding Arrangement referred to in such Prospectus,
     on each closing date relating to the purchase of the related Subsequent
     mortgage loans and the date of any filing thereof under cover of Form 8-K,
     will not include any untrue statement of a material fact or omit to state
     any information which such Prospectus states will be included in such
     Detailed Description; provided, however, that the Company makes no
     representations or warranties as to the information contained in or omitted
     from (A) such Registration Statement or such Prospectus (or any supplement
     thereto) in reliance upon and in conformity with written information
     furnished to the Company by or on behalf of any Underwriter specifically
     for use in the preparation thereof or (B) any Current Report (as defined in
     Section 5(b) below), or in any amendment thereof or supplement thereto,
     incorporated by reference in such Registration Statement or such Prospectus
     (or any amendment thereof or supplement thereto).

          (c)  The Certificates of the related Series will conform to the
     description thereof contained in the related Prospectus; will each, if
     rated at the time of issuance in one of the two highest rating categories
     by a nationally recognized statistical rating organization, be when issued
     a "mortgage related security" as such term is defined in Section 3(a)(41)
     of the Exchange Act, and will each on the related Closing Date be duly and
     validly authorized, and, when validly executed, countersigned, issued and
     delivered in accordance with the related Pooling and Servicing Agreement
     and sold to the Underwriters as provided herein and in the related Terms
     Agreement, will each be validly issued and outstanding and entitled to the
     benefits of the related Pooling and Servicing Agreement.

          (d)  Neither the issuance nor sale of the Certificates of the related
     Series nor the consummation of any other of the transactions herein
     contemplated, nor the fulfillment of the terms hereof or of the related
     Terms Agreement, will conflict with any statute, order or regulation
     applicable to the Company of any court, regulatory body, administrative
     agency or governmental body having jurisdiction over the Company or with
     any organizational document of the Company or any instrument or any
     agreement under which the Company is bound or to which it is a party.

          (e)  This Agreement and the related Terms Agreement have been duly
     authorized, executed and delivered by the Company.

          (f)  At or prior to the related Closing Date, the Company will have
     entered into the related Pooling and Servicing Agreement and, assuming the
     due authorization,

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     execution and delivery thereof by the other parties thereto, such Pooling
     and Servicing Agreement (on such Closing Date) will constitute the valid
     and binding agreement of the Company enforceable in accordance with its
     terms, subject as to enforceability, to bankruptcy, insolvency,
     reorganization or other similar laws affecting creditors' rights and to
     general principles of equity (regardless of whether the enforceability of
     such Pooling and Servicing Agreement is considered in a proceeding in
     equity or at law).

     2.   Purchase and Sale.  Subject to the execution of the Terms Agreement
          -----------------
for a particular Certificate Offering and subject to the terms and conditions
and in reliance upon the representations and warranties set forth in this
Agreement and such Terms Agreement, the Company agrees to sell to each
Underwriter, severally and not jointly, and each Underwriter, severally and not
jointly, agrees to purchase from the Company, the respective original principal
amounts of the Offered Certificates set forth in the applicable Terms Agreement
opposite the name of such Underwriter, plus any additional original principal
amount of Offered Certificates which such Underwriter may be obligated to
purchase pursuant to Section 16 hereof at the purchase price therefor set forth
in such Terms Agreement (the "Purchase Price").

     The parties hereto agree that settlement for all securities sold pursuant
to this Agreement and the applicable Terms Agreement shall take place on the
settlement date agreed upon at the time of the related transaction and set forth
as the "Closing Date" in such Terms Agreement and not as set forth in Rule 15c6-
1(a) of the Exchange Act.

     3.   Delivery and Payment.  Delivery of and payment for the Offered
          --------------------
Certificates of a Series shall be made at the offices of Andrews & Kurth,
Dallas, Texas, at 10:00 A.M., Dallas time, on the Closing Date specified in the
related Terms Agreement, which date and time may be postponed by agreement
between you and the Company (such date and time being herein called the "Closing
Date").  Delivery of such Offered Certificates shall be made to you for the
respective accounts of the Underwriters against payment of the Purchase Price
thereof to or upon the order of the Company by wire transfer in federal or other
immediately available funds or by check payable in federal funds, as the Company
shall specify no later than five full business days prior to such Closing Date.
Unless delivery is made through the facilities of The Depository Trust Company,
the Offered Certificates shall be registered in such names and in such
authorized denominations as you may request not less than two full business days
in advance of each Closing Date.

     The Company agrees to notify you at least two business days before each
Closing Date of the exact principal balance evidenced by the Offered
Certificates and to have such Offered Certificates available for inspection,
checking and packaging in Dallas, Texas, no later than 12:00 noon on the
business day prior to such Closing Date.

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     4.   Offering by the Underwriter.  It is understood that the Underwriters
          ---------------------------
propose to offer the Offered Certificates of the related Series for sale to the
public as set forth in the related Prospectus.

     5.   Agreements.  The Company agrees with each Underwriter that:
          ----------

          (a)  The Company will cause the Prospectus as supplemented by a
     Prospectus Supplement relating to the Offered Certificates to be filed
     pursuant to Rule 424 under the Act and will promptly advise you when such
     Prospectus as so supplemented has been so filed, and prior to the
     termination of the Certificate Offering to which such Prospectus relates
     also will promptly advise you (i) when any amendment to the related
     Registration Statement specifically relating to such Offered Certificates
     shall have become effective or any further supplement to such Prospectus
     has been filed, (ii) of any request by the Commission for any amendment of
     such Registration Statement or Prospectus or for any additional
     information, (iii) of the issuance by the Commission of any stop order
     suspending the effectiveness of such Registration Statement or the
     institution or threatening of any proceeding for that purpose and (iv) of
     the receipt by the Company of any written notification with respect to the
     suspension of the qualification of such Offered Certificates for sale in
     any jurisdiction or the initiation or threatening of any proceeding for
     such purpose.  The Company will not file any amendment of the related
     Registration Statement or supplement to the related Prospectus (other than
     any amendment or supplement specifically relating to one or more Series of
     mortgage pass-through certificates other than the Series that includes the
     related Offered Certificates or any Exchange Act filings other than Current
     Reports) unless the Company has furnished you and your counsel with a copy
     for your respective review prior to filing and you have consented to such
     filing.  The Company will use its best efforts to prevent the issuance of
     any such stop order and, if issued, to obtain as soon as possible the
     withdrawal thereof.

          (b)  The Company will cause any Computational Materials and any
     Structural Term Sheets (each as defined in Section 8 below) with respect to
     the Offered Certificates of a Series that are delivered by any Underwriter
     to the Company pursuant to Section 8 to be filed with the Commission on a
     Current Report on Form 8-K (each such filing of such materials, a "Current
     Report") pursuant to Rule 13a-11 under the Exchange Act on the business day
     immediately following the later of (i) the day on which such Computational
     Materials and Structural Term Sheets are delivered to counsel for the
     Company by such Underwriter, and (ii) the date on which this Agreement is
     executed and delivered.  The Company will cause any Collateral Term Sheet
     (as defined in Section 9 below) with respect to the Offered Certificates of
     a Series that is delivered by any Underwriter to the Company in accordance
     with the provisions of Section 9 to be filed with the Commission on a
     Current Report pursuant to Rule 13a-11 under the Exchange Act on the
     business day immediately following the day on which such Collateral Term
     Sheet is delivered to counsel for the Company by such Underwriter.  Each
     such Current Report shall be incorporated by reference in the related
     Prospectus and the related Registration Statement.

          (c)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the Act, any
     event occurs as a result of which the

                                       5
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     related Prospectus as then amended or supplemented would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein in light of the circumstances under which
     they were made not misleading, or if it shall be necessary at any time to
     amend or supplement the related Prospectus to comply with the Act or the
     rules thereunder, the Company promptly shall prepare and file with the
     Commission, subject to the penultimate sentence of paragraph (a) of this
     Section 5, an amendment or supplement which will correct such statement or
     omission or an amendment which will effect such compliance.

          (d)  The Company will furnish to each Underwriter and counsel for the
     Underwriters, without charge, as many signed copies of the related
     Registration Statement (including exhibits thereto) and, so long as
     delivery of a prospectus by such Underwriter or dealer may be required by
     the Act, as many copies of the related Prospectus and any supplements
     thereto as such Underwriter may reasonably request.

          (e)  The Company will furnish such information, execute such
     instruments and take such actions as may be reasonably requested by you to
     qualify the Offered Certificates of a Series for sale under the laws of
     such jurisdictions as the Underwriter may designate, to maintain such
     qualifications in effect so long as required for the distribution of such
     Offered Certificates and to determine the legality of such Offered
     Certificates for purchase by institutional investors; provided, however,
     that the Company shall not be required to qualify to do business in any
     jurisdiction where it is not qualified on the date of the related Terms
     Agreement or to take any action which would subject it to general or
     unlimited service of process in any jurisdiction in which it is not, on the
     date of the related Terms Agreement, subject to such service of process.

          (f)  So long as the Offered Certificates of a Series are outstanding,
     the Company will furnish to each Underwriter, upon request, copies of the
     annual independent public accountants' servicing report furnished to the
     Trustee pursuant to the related Pooling and Servicing Agreement.

          (g)  Unless otherwise specified in the related Terms Agreement, the
     Company will pay, and First Horizon Home Loan Corporation will cause the
     Company to pay, all expenses incident to the performance of the Company's
     obligations under this Agreement and the applicable Terms Agreement (other
     than the expenses of Deloitte & Touche L.L.P. under Sections 8(c) and 9(c)
     hereof, the Underwriters' due diligence expenses, the Underwriters' counsel
     fees and the Underwriters' own expenses, which will be paid by the
     Underwriters), including and without limitation those related to:  (i) the
     filing of the Registration Statement with respect to the Certificates and
     all amendments thereto, (ii) the printing or photocopying and delivery to
     the Underwriters, in such quantities as you may reasonably request, of
     copies of this Agreement and the Terms Agreement, (iii) the preparation,
     registration, issuance and delivery to the Underwriters of the Certificates
     underwritten pursuant to this Agreement, (iv) the fees and disbursements of
     the Company's counsel and accountants, and of any counsel rendering a
     closing opinion with respect to matters of local law, (v) the qualification
     of the Certificates underwritten pursuant to this Agreement under
     securities and Blue Sky laws and the determination of the eligibility of
     the Certificates for investment, including filing fees in connection

                                       6
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     therewith, (vi) the printing and delivery to the Underwriters, in such
     quantities as they may reasonably request, of copies of the Registration
     Statement with respect to the Certificates underwritten pursuant to this
     Agreement and all amendments thereto, of any preliminary prospectus and
     preliminary prospectus supplement and of the Final Prospectus and all
     amendments and supplements thereto and all documents incorporated therein
     (other than exhibits to any Current Report), and of any Blue Sky Survey and
     Legal Investment Survey, (vii) the printing or photocopying and delivery to
     the Underwriters, in such quantities as you may reasonably request, of
     copies of the applicable Pooling Agreement, (viii) the fees charged by
     investment rating agencies requested by the Company to rate the
     Certificates underwritten pursuant to this Agreement, (ix) the fees and
     expenses, if any, incurred in connection with the listing of the
     Certificates underwritten pursuant to this Agreement on any national
     securities exchange; and (x) the fees and expenses of the Trustee and its
     counsel.

     6.   Conditions to the Obligations of the Underwriters.  The obligations of
          -------------------------------------------------
the Underwriters to purchase the Offered Certificates of any Series shall be
subject to the accuracy in all material respects of the representations and
warranties on the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective dates thereof
and the related Closing Date, to the accuracy of the statements of the Company
made in any applicable officers' certificates pursuant to the provisions hereof,
to the performance by the Company of its obligations under this Agreement and
such Terms Agreement and to the following additional conditions applicable to
the related Certificate Offering:

          (a)  No stop order suspending the effectiveness of the related
     Registration Statement shall have been issued and no proceedings for that
     purpose shall have been instituted or threatened.

          (b)  Andrews & Kurth L.L.P, counsel for the Company, shall have
     furnished to you an opinion addressed to the Underwriters, dated the
     related Closing Date, to the effect that:

               (i)     this Agreement and the related Terms Agreement have been
          duly executed and delivered by the Company under the laws of the State
          of New York;

               (ii)    the related Pooling and Servicing Agreement has been duly
          executed and delivered by the Company under the laws of the State of
          New York and is a legal, valid and binding agreement of the Company
          enforceable against the Company in accordance with its terms;

               (iii)   the Offered Certificates, when duly executed and
          countersigned by the Trustee in accordance with the related Pooling
          and servicing Agreement, will be validly issued and outstanding and
          entitled to the benefits of such Pooling and Servicing Agreement;

               (iv)    the related Pooling and Servicing Agreement is not
          required to be qualified under the Trust Indenture Act of 1939, as
          amended, and the trust created

                                       7
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          thereunder is not required to be registered under the Investment
          Company Act of 1940, as amended;

               (v)     such counsel confirms that the related Registration
          Statement is effective under the Act and, to the best of such
          counsel's knowledge, no stop order with respect thereto has been
          issued, and no proceeding for that purpose has been instituted or
          threatened by the Commission; such Registration Statement (except the
          financial statements and schedules and other financial and statistical
          data included therein and the documents incorporated by reference
          therein, as to which such counsel need express no view), at the time
          it became effective and the related Prospectus (except the financial
          statements and schedules, the other financial and statistical data
          included therein and the documents incorporated by reference therein),
          as of the date of the Prospectus Supplement conformed in all material
          respects to the requirements of the Act and the rules and regulations
          thereunder; and no information has come to the attention of such
          counsel that causes it to believe that (A) such Registration Statement
          (except the financial statements and schedules and the other financial
          and statistical data included therein and the documents incorporated
          by reference therein, as to which such counsel need express no view)
          at the time it became effective, contained an untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading or (B) such Prospectus or any amendment or supplement
          thereto (except the financial statements and schedules and the other
          financial and statistical data included therein), as of the date of
          the Prospectus Supplement, or at the related Closing Date, contained
          or contains an untrue statement of a material fact or omitted or omits
          to state a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

               (vi)    the statements set forth under the heading "Description
          of the Certificates" in the related Prospectus, insofar as such
          statements purport to summarize certain provisions of the related
          Pooling and Servicing Agreement and the related Offered Certificates,
          provide a fair summary of such provisions;

               (vii)   the statements set forth in the related Prospectus under
          the headings "Certain Legal Aspects of the Mortgage Loans", "Material
          Federal Income Tax Consequences" (insofar as they relate specifically
          to the purchase, ownership and disposition of the related Offered
          Certificates) and "ERISA Considerations" (insofar as they relate
          specifically to the purchase, ownership and disposition of such
          Offered Certificates), to the extent that they constitute matters of
          law or legal conclusions, provide a fair summary of such law or
          conclusions;

               (viii)  assuming compliance with all provisions of the related
          Pooling and Servicing Agreement, for federal income tax purposes, (A)
          if any election is made to treat the assets of the Trust Fund as a
          REMIC: the related Trust Fund (and any specified subgrouping therein)
          will qualify as a REMIC pursuant to Section 860D of the Internal
          Revenue Code of 1986, as amended (the "Code"), each Class of
          Certificates of the related Series, other than the related Residual
          Class or Classes,

                                       8
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          will constitute a class of "regular interests" in the related REMIC
          within the meaning of the Code, and each Class of such Certificates
          specified in the related Prospectus as a Class of Residual
          Certificates will constitute the "residual interest" in the related
          REMIC within the meaning of the Code; (B) if no such REMIC election is
          made: the Trust Fund will be treated as a "grantor trust"; and

               (ix)    assuming that some or all of the Offered Certificates of
          the related Series shall be rated at the time of issuance in one of
          the two highest rating categories by a nationally recognized
          statistical rating organization, each Offered Certificate so rated
          will be at the time of issuance, a "mortgage related security" as such
          term is defined in Section 3(a)(41) of the Exchange Act.

          Such opinion may express its reliance as to factual matters on the
     representations and warranties made by, and on certificates or other
     documents furnished by, officers of the parties to this Agreement, the
     related Terms Agreement or the related Pooling and Servicing Agreement.
     Such opinion may assume the due authorization, execution and delivery of
     the instruments and documents referred to therein by the parties thereto
     other than the Company.  Such opinion may be qualified, insofar as it
     concerns the enforceability of the documents referred to therein, to the
     extent that such enforceability may be limited by bankruptcy, insolvency,
     reorganization or other similar laws affecting the enforcement of
     creditors' rights in general and by general equity principles (regardless
     of whether such enforcement is considered in a proceeding in equity or at
     law).  Such opinion may be further qualified as expressing no opinion as to
     (x) the statements in the related Prospectus under the heading "Certain
     Legal Aspects of the Mortgage Loans" except insofar as such statements
     relate to the laws of the State of New York and the laws of the United
     States, and (y) the statements in such Prospectus under the headings "ERISA
     Considerations" and "Material Federal Income Tax Consequences" except
     insofar as such statements relate to the laws of the United States.  In
     addition, such opinion may be qualified as an opinion only on the laws of
     the States of New York and Texas and the federal laws of the United States
     of America.

          (c)  Andrews & Kurth, L.L.P., counsel for the Company, shall have
     furnished to you an opinion addressed to the Underwriters, dated the
     related Closing Date, to the effect that:

               (i)     The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware, with corporate power to own its properties, to conduct
          its business as described in the related Prospectus and to enter into
          and perform its obligations under this Agreement, the related Terms
          Agreement, the related Pooling and Servicing Agreement and the
          Certificates of the related Series;

               (ii)    The Company has full power and authority to sell the
          related Mortgage Loans as contemplated herein and in the related
          Pooling and Servicing Agreement;

                                       9
<PAGE>

               (iii)  This Agreement, the related Terms Agreement and the
          related Pooling and Servicing Agreement have been duly authorized,
          executed and delivered by the Company under the laws of the State of
          Delaware;

               (iv)   The issuance and sale of the Offered Certificates have
          been duly authorized by the Company;

               (v)    No consent, approval, authorization or order of any court
          or governmental agency or body is required for the consummation by the
          Company of the transactions contemplated herein or in the related
          Pooling and Servicing Agreement, except such as may be required under
          the blue sky laws of any jurisdiction and such other approvals as have
          been obtained;

               (vi)   Neither the issuance of the Certificates of the related
          Series nor delivery of the related Offered Certificates, nor the
          consummation of any other of the transactions contemplated in this
          Agreement, the related Terms Agreement or the related Pooling and
          Servicing Agreement, nor the fulfillment of the terms of the related
          Certificates, the related Pooling and Servicing Agreement, this
          Agreement or the related Terms Agreement will conflict with or violate
          any term or provision of the articles of incorporation or by-laws of
          the Company or any statute, order or regulation applicable to the
          Company of any court, regulatory body, administrative agency or
          governmental body having jurisdiction over the Company and will not
          conflict with, result in a breach or violation or the acceleration of
          or constitute a default under the terms of any indenture or other
          agreement or instrument known to such counsel to which the Company is
          a party or by which it is bound; and

               (vii)  There are no actions, proceedings or investigations
          pending or, to the best knowledge of such counsel, threatened before
          any court, administrative agency or other tribunal (i) asserting the
          invalidity of this Agreement, the related Terms Agreement, the related
          Pooling and Servicing Agreement or the related Certificates, (ii)
          seeking to prevent the issuance of the Certificates of the related
          Series or the consummation by the Company of any of the transactions
          contemplated by this Agreement, such Terms Agreement or such Pooling
          and Servicing Agreement, or (iii) which might materially and adversely
          affect the performance by the Company of its obligations under, or the
          validity or enforceability of, this Agreement, such Terms Agreement,
          such Pooling and Servicing Agreement or the related Certificates.

          In rendering his or her opinion such counsel may rely as to matters of
     fact, to the extent deemed proper and as stated therein, on certificates of
     responsible officers of the Company or public officials. In addition, such
     opinion may be qualified as an opinion only on the general corporation laws
     of the State of Delaware.

          (d)  In-house counsel for First Horizon Home Loan Corporation (or its
     ultimate parent) shall have furnished to you an opinion addressed to the
     Underwriters, dated the related Closing Date, to the effect that:

                                       10
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               (i)    First Horizon Home Loan Corporation has been duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of the State of Kansas, with corporate power to own its
          properties, to conduct its business as described in the related
          Prospectus and to enter into and perform its obligations under this
          Agreement, the related Terms Agreement, the related Pooling and
          Servicing Agreement and the Certificates of the related Series;

               (ii)   First Horizon Home Loan Corporation has full power and
          authority to sell and master service the related Mortgage Loans as
          contemplated herein and in the related Pooling and Servicing
          Agreement;

               (iii)  This Agreement, the related Terms Agreement and the
          related Pooling and Servicing Agreement have been duly authorized,
          executed and delivered by First Horizon Home Loan Corporation under
          the law of the State of Kansas;

               (iv)   The issuance and sale of the Offered Certificates have
          been duly authorized by First Horizon Home Loan Corporation;

               (v)    No consent, approval, authorization or order of any court
          or governmental agency or body is required for the consummation by
          First Horizon Home Loan Corporation of the transactions contemplated
          herein or in the related Pooling and Servicing Agreement, except such
          as may be required under the blue sky laws of any jurisdiction and
          such other approvals as have been obtained;

               (vi)   Neither the issuance of the Certificates of the related
          Series nor delivery of the related Offered Certificates, nor the
          consummation of any other of the transactions contemplated in this
          Agreement, the related Terms Agreement or the related Pooling and
          Servicing Agreement, nor the fulfillment of the terms of the related
          Certificates, the related Pooling and Servicing Agreement, this
          Agreement or the related Terms Agreement will conflict with or violate
          any term or provision of the articles of incorporation or by-laws of
          First Horizon Home Loan Corporation or any statute, order or
          regulation applicable to First Horizon Home Loan Corporation of any
          court, regulatory body, administrative agency or governmental body
          having jurisdiction over First Horizon Home Loan Corporation and will
          not conflict with, result in a breach or violation or the acceleration
          of or constitute a default under the terms of any indenture or other
          agreement or instrument known to such counsel to which First Horizon
          Home Loan Corporation is a party or by which it is bound, other than
          such conflicts, breaches and violations or defaults which,
          individually or on a cumulative basis, would not have a material
          adverse effect on First Horizon Home Loan Corporation and its
          subsidiaries, taken as a whole, or on the issuance and sale of the
          Certificates or the consummation of the transactions contemplated
          hereby; and; and

               (vii)  There are no actions, proceedings or investigations
          pending or, to the best knowledge of such counsel, threatened before
          any court, administrative

                                       11
<PAGE>

          agency or other tribunal (i) asserting the invalidity of this
          Agreement, the related Terms Agreement, the related Pooling and
          Servicing Agreement or the related Certificates, (ii) seeking to
          prevent the issuance of the Certificates of the related Series or the
          consummation by First Horizon Home Loan Corporation of any of the
          transactions contemplated by this Agreement, such Terms Agreement or
          such Pooling and Servicing Agreement, or (iii) which might materially
          and adversely affect the performance by First Horizon Home Loan
          Corporation of its obligations under, or the validity or
          enforceability of, this Agreement, such Terms Agreement, such Pooling
          and Servicing Agreement or the related Certificates.

          In rendering his or her opinion such counsel may rely as to matters of
     fact, to the extent deemed proper and as stated therein, on certificates of
     responsible officers of First Horizon Home Loan Corporation or public
     officials. In addition, such opinion may be qualified as an opinion which
     is based solely upon a review of the general corporations law of the State
     of Kansas without regard to the interpretational case law thereof.

          (e)  You shall have received from McKee Nelson LLP, counsel for the
     Underwriters, such opinion or opinions, dated the related Closing Date,
     with respect to the issuance and sale of the Certificates of the related
     Series, the related Registration Statement, the related Prospectus and such
     other related matters as the Underwriters may reasonably require, and the
     Company shall have furnished to such counsel such documents as the
     Underwriters may reasonably request for the purpose of enabling them to
     pass upon such matters.

          (f)  The Company shall have furnished to you a certificate of the
     Company, signed by the President or any Vice President or the principal
     financial or accounting officer of the Company, dated the related Closing
     Date, to the effect that the signers of such certificate have carefully
     examined the related Registration Statement (excluding any Current Reports
     and any other documents incorporated by reference therein), the related
     Prospectus, any Detailed Description (excluding any related Current
     Report), this Agreement and the related Terms Agreement and that:

               (i)    the representations and warranties of the Company in this
          Agreement are true and correct in all material respects on and as of
          the related Closing Date with the same effect as if made on such
          Closing Date, and the Company has complied with all the agreements and
          satisfied all the conditions on its part to be performed or satisfied
          at or prior to such Closing Date;

               (ii)   no stop order suspending the effectiveness of such
          Registration Statement has been issued and no proceedings for that
          purpose have been instituted or, to their knowledge, threatened; and

               (iii)  nothing has come to their attention that would lead them
          to believe that such Registration Statement (excluding any Current
          Report) contains any untrue statement of a material fact or omits to
          state any material fact required to be stated therein or necessary to
          make the statements therein not misleading, or that the related
          Prospectus (excluding any related Current Report) contains any

                                       12
<PAGE>

          untrue statement of a material fact or omits to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, or that any Detailed Description includes any untrue
          statement of a material fact or omits to state any information which
          the Prospectus (or the related Prospectus Supplement) states will be
          included in such Detailed Description.

          (g)  Counsel for the Trustee shall have furnished to you an opinion
addressed to the Underwriters, dated the related Closing Date, to the effect
that:

               (i)    the Trustee has been duly incorporated and is validly
          existing as a New York banking corporation in good standing under the
          laws of the State of New York with corporate power to own its
          properties and conduct its business as presently conducted by it, to
          conduct business as a trustee and to enter into and perform its
          obligations under the related Pooling and Servicing Agreement;

               (ii)   the related Pooling and Servicing Agreement has been duly
          authorized, executed and delivered by the Trustee and constitutes the
          legal, valid and binding agreement of the Trustee enforceable against
          the Trustee in accordance with its terms, subject to bankruptcy,
          insolvency, fraudulent conveyance, reorganization or other similar
          laws affecting the enforcement of creditors' rights generally and to
          judicial discretion, and general principles of equity (regardless of
          whether enforcement is sought in a proceeding in equity or at law);

               (iii)  the Trustee has duly accepted its appointment as trustee
          under the related Pooling and Servicing Agreement;

               (iv)   no consent, approval, authorization or order of any New
          York or federal court or government agency or body is required on the
          part of the Trustee for the consummation of the transactions
          contemplated in the related Pooling and Servicing Agreement, except
          such as may be required under any federal or state securities law; and

               (v)    the performance on the part of the Trustee of any of the
          transactions contemplated in the related Pooling and Servicing
          Agreement does not conflict with or result in a breach or violation of
          any term or provision of, or constitute a default under, the Articles
          of Organization, as amended, or By-Laws of the Trustee, or any New
          York or federal statute or regulation applicable to the Trustee, or to
          such counsel's knowledge, any indenture or other agreement or
          instrument to which the Trustee is a party or by which it is bound,
          or, to such counsel's knowledge, any order of any state or federal
          court, regulatory body, administrative agency or governmental body
          having jurisdiction over the Trustee.

          In addition, such counsel shall furnish to you such opinions as to the
     treatment of the Trust Fund for purposes of New York tax law as are
     reasonably satisfactory to the Underwriter.

                                       13
<PAGE>

          (h)     Arthur Andersen LLP shall have furnished to you a letter
     addressed to the Underwriters, dated as of the date of the related Terms
     Agreement, in form and substance satisfactory to you, stating in effect
     that they have performed certain specified procedures as a result of which
     they have determined that such information as you may reasonably request of
     an accounting, financial or statistical nature (which is limited to
     accounting, financial or statistical information derived from the general
     accounting records of First Horizon Home Loan Corporation) set forth in the
     related Prospectus Supplement under the caption "Servicing of Mortgage
     Loans -- Foreclosure, Delinquency and Loss Experience" agrees with the
     accounting records of First Horizon Home Loan Corporation, excluding any
     questions of legal interpretation.

          (i)     Deloitte & Touche LLP shall have furnished to you a letter
     addressed to the Underwriters, dated as of the related Closing Date, in
     form and substance satisfactory to you, stating in effect that they have
     performed certain specified procedures as a result of which they have
     determined that such information as you may reasonably request of an
     accounting, financial or statistical nature (which is limited to
     accounting, financial or statistical information derived from the general
     accounting records of the Company and which is obtained from an analysis of
     a sample of the Mortgage Loans included in the related pool) set forth in
     the related Prospectus Supplement under the caption "The Mortgage Pool" and
     in any Detailed Description relating to such Prospectus Supplement is
     mutually consistent and agrees with the accounting records of the Company
     and, where applicable, the related Mortgage Loan files of the Company,
     excluding any questions of legal interpretation. In addition, if
     applicable, such accountants shall have furnished to you a letter addressed
     to the Underwriters, dated as of the related Closing Date, which shall
     include a statement or statements to the effect that based upon the
     assumptions and methodology agreed to by the Company (and which is
     consistent with the manner in which any final PAC Balances, TAC Balances,
     Scheduled Balances, Maximum and Minimum Scheduled Balances or any other
     scheduled balances are to be calculated as set forth in the related
     Prospectus), all of which shall be described by reference in such letter,
     such accountants shall have verified the mathematical accuracy of any final
     PAC Balances Table, TAC Balances Table, Scheduled Balances Table, Maximum
     or Minimum Scheduled Balances Table or other scheduled balances table
     attached as an exhibit to the related Pooling and Servicing Agreement.

          (j)     Deloitte & Touche LLP shall have furnished to you (addressed
     to the Underwriters) and the Company a letter or letters, dated as of the
     date of the related Terms Agreement, in form and substance satisfactory to
     you and the Company, including, without limitation, statements, if
     applicable, to the effect that:

                  (i)    based upon the assumptions and methodology set forth in
          the related Prospectus, all of which shall be described by reference
          in such letter, they recomputed the percentages of initial principal
          balance outstanding as of each of the Distribution Dates (as defined
          in such Prospectus) indicated and the weighted average lives of each
          Class of Offered Certificates at each of the indicated percentages of
          the applicable Prepayment Assumption, and they compared the recomputed
          percentages and weighted average lives to the corresponding

                                       14
<PAGE>

          percentages and weighted average lives set forth in the related tables
          and found them to be in agreement;

                  (ii)   based upon the assumptions and methodology set forth in
          such Prospectus, all of which shall be described by reference in such
          letter, they have verified the mathematical accuracy of any Scheduled
          Final Distribution Dates for the Offered Certificates, PAC Balances,
          TAC Balances, Scheduled Balances, Maximum and Minimum Scheduled
          Balances or any other scheduled balances set forth in such Prospectus
          for each indicated Distribution Date, and have verified the
          mathematical accuracy of any initial Effective Ranges of any PAC
          Certificates, Scheduled Certificates or other scheduled Certificates
          set forth in such Prospectus; and

                  (iii)  based upon the assumptions and methodology set forth in
          such Prospectus, all of which shall be described by reference in such
          letter, they have verified the mathematical accuracy of the pre-tax
          yields to maturity and, if applicable, aggregate cash flows of any
          Class of Certificates for which such pre-tax yields and, if
          applicable, aggregate cash flows are set forth in such Prospectus at
          the indicated percentages of the Prepayment Assumption and, if
          applicable, at the indicated values of COFI, LIBOR or any other index,
          as applicable.

          (k)     The Offered Certificates of the related Series shall have
     received the ratings specified in the related Terms Agreement (the
     "Required Ratings").

          (l)     Prior to the related Closing Date, the Company shall have
     furnished to the Underwriters such further information, certificates and
     documents as the Underwriters may reasonably request.

          (m)     If any Certificates of the related Series are to be sold to
     any other underwriter and/or offered in reliance upon an exemption from the
     registration requirements of the Act, the sale at or prior to the related
     Closing Date of such Certificates to the purchaser thereof shall have
     occurred.

          (n)     Subsequent to the date of the related Terms Agreement, there
     shall not have been any change, or any development involving a prospective
     change, in or affecting the business or properties of the Company which the
     Underwriters conclude in their respective reasonable judgment, after
     consultation with the Company, materially impairs the investment quality of
     the Offered Certificates of the related Series so as to make it impractical
     or inadvisable to proceed with the public offering or the delivery of such
     Offered Certificates as contemplated by the related Prospectus.

     If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects with respect to the particular Offered
Certificates of a Series when and as provided in this Agreement and the related
Terms Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement and the related Terms Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Underwriters and their counsel, this Agreement (with respect to the related
Offered Certificates)

                                       15
<PAGE>

and the related Terms Agreement and all obligations of the Underwriters
hereunder (with respect to the related Offered Certificates) and thereunder may
be canceled at, or at any time prior to, the related Closing Date by the
Underwriters. Notice of such cancellation shall be given to the Company in
writing, or by telephone or telegraph confirmed in writing.

     7.   Indemnification and Contribution.
          --------------------------------

          (a)     The Company and First Horizon Home Loan Corporation jointly
     and severally agree to indemnify and hold harmless each Underwriter and
     each person who controls any Underwriter within the meaning of the Act or
     the Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject under the Act, the Exchange Act, or other Federal or state
     statutory law or regulation, at common law or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the Registration Statement
     relating to the Offered Certificates of the applicable Series as it became
     effective or in any amendment or supplement thereof, or in such
     Registration Statement or the related Prospectus, or in any amendment
     thereof, or in any Detailed Description referred to in such Prospectus (or
     the related prospectus Supplement) or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, and agree to reimburse each such indemnified party for any
     legal or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that (i) neither the Company nor First Horizon
     Home Loan Corporation will be liable in any such case to the extent that
     any such loss, claim, damage or liability arises out of or is based upon
     any such untrue statement or alleged untrue statement or omission or
     alleged omission made therein (A) in reliance upon and in conformity with
     written information furnished to the Company or First Horizon Home Loan
     Corporation, as the case may be, as herein stated by or on behalf of any
     Underwriter specifically for use in connection with the preparation thereof
     or (B) in any Current Report or any amendment or supplement thereof, except
     to the extent that any untrue statement or alleged untrue statement therein
     or omission therefrom results (or is alleged to have resulted) directly
     from an error (a "Mortgage Pool Error") in the information concerning the
     characteristics of the Mortgage Loans furnished by the Company or First
     Horizon Home Loan Corporation, as the case may be, to any Underwriter in
     writing or by electronic transmission that was used in the preparation of
     either (x) any Computational Materials or ABS Term Sheets (or amendments or
     supplements thereof) included in such Current Report (or amendment or
     supplement thereof) or (y) any written or electronic materials furnished to
     prospective investors on which the Computational Materials or ABS Term
     Sheets (or amendments or supplements) were based and (ii) such indemnity
     with respect to any Corrected Statement (as defined below) in such
     Registration Statement or the related Prospectus (or any amendment or
     supplement thereto) shall not inure to the benefit of any Underwriter (or
     any person controlling such Underwriter) from whom the person asserting any
     loss, claim, damage or liability purchased the Certificates of the related
     Series that are the subject thereof if such person did not receive a copy
     of an amendment or supplement to such Registration Statement or the related
     Prospectus at or prior to the confirmation of

                                       16
<PAGE>

     the sale of such Certificates and the untrue statement or omission of a
     material fact contained in such Registration Statement or the related
     Prospectus (or any amendment or supplement thereto) was corrected (a
     "Corrected Statement") in such other amendment or supplement and such
     amendment or supplement was furnished by the Company or First Horizon Home
     Loan Corporation, as the case may be, to such Underwriter prior to the
     delivery of such confirmation. This indemnity agreement will be in addition
     to any liability which the Company and First Horizon Home Loan Corporation
     may otherwise have.

          (b)     Each Underwriter severally agrees to indemnify and hold
     harmless the Company, each of its directors, each of its officers, and each
     person or entity (including each of its directors and officers) who
     controls the Company within the meaning of the Act or the Exchange Act, to
     the same extent as the foregoing indemnities from the Company and First
     Horizon Home Loan Corporation to the Underwriter, but only with reference
     to (A) written information furnished to the Company by or on behalf of such
     Underwriter specifically for use in the preparation of the documents
     referred to in the foregoing indemnity with respect to the related Series,
     or (B) any Computational Materials or ABS Term Sheets (or amendments or
     supplements thereof) furnished to the Company by such Underwriter pursuant
     to Section 8 or Section 9 and incorporated by reference in such
     Registration Statement or the related Prospectus or any amendment or
     supplement thereof (except that no such indemnity shall be available for
     any losses, claims, damages or liabilities, or actions in respect thereof,
     resulting from any Mortgage Pool Error). This indemnity agreement will be
     in addition to any liability which the Underwriters may otherwise have. The
     Company acknowledges, unless otherwise specified in writing by an
     Underwriter, that the statements set forth in the first sentence of the
     last paragraph appearing on the cover page of the related Prospectus
     Supplement as such statements relate to such Offered Certificates and the
     second sentence of the first paragraph and the first sentence of the second
     paragraph in each case under the heading "Method of Distribution" in such
     Prospectus Supplement as such statements relate to such Offered
     Certificates constitute the only information furnished in writing by or on
     behalf of such Underwriter for inclusion in the related Prospectus (other
     than any Computational Materials or ABS Term Sheets (or amendments or
     supplements thereof) furnished to the Company by such Underwriter), and
     such Underwriter confirms that such statements are correct.

          (c)     Promptly after receipt by an indemnified party under Section 7
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 7, notify the indemnifying party in writing of the
     commencement thereof; but the omission so to notify the indemnifying party
     will not relieve it from any liability which it may have to any indemnified
     party otherwise than under this Section 7, except to the extent that the
     omission to so notify the indemnifying party causes or exacerbates a loss.
     In case any such action is brought against any indemnified party, and it
     notifies the indemnifying party of the commencement thereof, the
     indemnifying party will be entitled to participate therein, and to the
     extent that it may elect by written notice delivered to the indemnified
     party promptly after receiving the aforesaid notice from such indemnified
     party, to assume the defense thereof, with counsel satisfactory to such
     indemnified party;

                                       17
<PAGE>

     provided, however, that if the defendants in any such action include both
     the indemnified party and the indemnifying party and the indemnified party
     shall have reasonably concluded that there may be legal defenses available
     to it and/or other indemnified parties which are different from or
     additional to those available to the indemnifying party, the indemnified
     party or parties shall have the right to select separate counsel to assert
     such legal defenses and to otherwise participate in the defense of such
     action on behalf of such indemnified party or parties. Upon receipt of
     notice from the indemnifying party to such indemnified party of its
     election so to assume the defense of such action and approval by the
     indemnified party of counsel, the indemnifying party will not be liable to
     such indemnified party under this Section 7 for any legal or other expenses
     subsequently incurred by such indemnified party in connection with the
     defense thereof unless (i) the indemnified party shall have employed
     separate counsel in connection with the assertion of legal defenses in
     accordance with the proviso to the next preceding sentence (it being
     understood, however, that the indemnifying party shall not be liable for
     the expenses of more than one separate counsel approved by the indemnified
     party in the case of subparagraph (a) or (b), representing the indemnified
     parties under subparagraph (a) or (b), who are parties to such action),
     (ii) the indemnifying party shall not have employed counsel satisfactory to
     the indemnified party to represent the indemnified party within a
     reasonable time after notice of commencement of the action or (iii) the
     indemnifying party has authorized the employment of counsel for the
     indemnified party at the expense of the indemnifying party; and except
     that, if clause (i) or (iii) is applicable, such liability shall be only in
     respect of the counsel referred to in such clause (i) or (iii).

          (d)     If the indemnification provided for in paragraph (a) or (b) of
     this Section 7 is due in accordance with its terms but is for any reason
     held by a court to be unavailable from the Company, First Horizon Home Loan
     Corporation or any Underwriter, on grounds of policy or otherwise, or if
     the indemnified party failed to give notice under paragraph (c) of this
     Section 7 in respect of a claim otherwise subject to indemnification in
     accordance with paragraph (a) or (b) of this Section 7, the Company, First
     Horizon Home Loan Corporation and such Underwriter shall contribute to the
     aggregate losses, claims, damages and liabilities (including legal and
     other expenses reasonably incurred in connection with investigating or
     defending same) to which the Company, First Horizon Home Loan Corporation
     and such Underwriter may be subject, as follows:

                  (i)    in the case of any losses, claims, damages and
          liabilities (or actions in respect thereof) which do not arise out of
          or are not based upon any untrue statement or omission of a material
          fact in any Computational Materials or ABS Term Sheets (or any
          amendments or supplements thereof) or in any written or electronic
          materials distributed to prospective investors on which the
          Computational Materials are based, in such proportion so that such
          Underwriter is responsible for that portion represented by the
          difference between the proceeds to the Company in respect of the
          Offered Certificates appearing on the cover page of the Prospectus
          Supplement for the related Series and the total proceeds received by
          such Underwriter from the sale of such Offered Certificates (the
          "Underwriting Discount"), and the Company and First Horizon Home Loan
          Corporation are jointly and severally responsible for the balance;
          provided, however, that in no case shall such Underwriter be
          responsible under this subparagraph (i) for any

                                       18
<PAGE>

          amount in excess of such Underwriting Discount applicable to the
          Offered Certificates purchased by such Underwriter pursuant to this
          Agreement and the related Terms Agreement; and

               (ii) in the case of any losses, claims, damages and liabilities
          (or actions in respect thereof) which arise out of or are based upon
          any untrue statement or omission of a material fact in any
          Computational Materials or ABS Term Sheets (or any amendments or
          supplements thereof) or in any written or electronic materials
          distributed to prospective investors on which the Computational
          Materials are based, in such proportion as is appropriate to reflect
          the relative fault of the Company or First Horizon Home Loan
          Corporation, as the case may be, on the one hand and such Underwriter
          on the other in connection with the statements or omissions which
          resulted in such losses, claims, damages or liabilities (or actions in
          respect thereof) as well as any other relevant equitable
          considerations; provided, however, that in no case shall such
          Underwriter be responsible under this subparagraph (ii) for any amount
          in excess of the Underwriting Discount applicable to the Offered
          Certificates purchased by such Underwriter pursuant to this Agreement
          and the related Terms Agreement. The relative fault shall be
          determined by reference to, among other things, whether the untrue or
          alleged untrue statement of a material fact or the omission or alleged
          omission to state a material fact in such Computational Materials or
          ABS Term Sheets (or any amendments or supplements thereof or such
          written or electronic materials) results from information prepared by
          the Company or First Horizon Home Loan Corporation, as the case may
          be, on the one hand or such Underwriter on the other and the parties'
          relative intent, knowledge, access to information and opportunity to
          correct or prevent such statement or omission.

     Notwithstanding anything to the contrary in this Section 7(d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7, each person
who controls an Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as such Underwriter, and each
person who controls the Company or First Horizon Home Loan Corporation, as the
case may be, within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company or First Horizon Home Loan Corporation, as the case may
be, shall have the same rights to contribution as the Company or First Horizon
Home Loan Corporation, as the case may be, subject in each case to the
immediately preceding sentence of this paragraph (d).

     8.   Computational Materials and Structural Term Sheets.
          --------------------------------------------------

          (a)  On the business day before the date on which the Current Report
     relating to the Offered Certificates of a Series is required to be filed by
     the Company with the Commission pursuant to Section 5(b) hereof, each
     Underwriter shall deliver to the Company five complete copies of all
     materials provided by such Underwriter to prospective investors in such
     Offered Certificates that constitute (i) "Computational Materials" within
     the meaning of the no-action letter dated May 20, 1994 issued by the

                                       19
<PAGE>

     Division of Corporation Finance of the Commission to Kidder, Peabody
     Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
     Structured Asset Corporation and the no-action letter dated May 27, 1994
     issued by the Division of Corporation Finance of the Commission to the
     Public Securities Association (together, the "Kidder Letters"), the filing
     of which material is a condition of the relief granted in such letter (such
     materials being the "Computational Materials"), and (ii) "Structural Term
     Sheets" within the meaning of the no-action letter dated February 17, 1995
     issued by the Division of Corporation Finance of the Commission to the
     Public Securities Association (the "PSA Letter"), the filing of which
     material is a condition of the relief granted in such letter (such
     materials being the "Structural Term Sheets"). Each delivery of
     Computational Materials and Structural Term Sheets to the Company pursuant
     to this paragraph (a) shall be effected by delivering four copies of such
     materials to counsel for the Company on behalf of the Company at the
     address specified in Section 3 hereof and one copy of such materials to the
     Company.

          (b)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the Act, it
     shall be necessary to amend or supplement the related Prospectus as a
     result of an untrue statement of a material fact contained in any
     Computational Materials or Structural Term Sheets provided by any
     Underwriter pursuant to this Section 8 or the omission to state therein a
     material fact required, when considered in conjunction with the related
     Prospectus and Prospectus Supplement, to be stated therein or necessary to
     make the statements therein, when read in conjunction with the related
     Prospectus and Prospectus Supplement, not misleading, or if it shall be
     necessary to amend or supplement any Current Report relating to any
     Computational Materials or Structural Term Sheets to comply with the Act or
     the rules thereunder, such Underwriter shall prepare and furnish to the
     Company for filing with the Commission an amendment or supplement which
     will correct such statement or omission or an amendment or supplement which
     will effect such compliance.

          (c)  Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish
     to the Company a letter, dated as of the date on which you deliver any
     Computational Materials or Structural Term Sheets to the Company pursuant
     to Section 8(a), in form and substance satisfactory to the Company, stating
     in effect that they have verified the mathematical accuracy of any
     calculations performed by such Underwriter and set forth in such
     Computational Materials or Structural Term Sheets, as applicable.

     9.   Collateral Term Sheets.
          ----------------------

          (a)  On the business day immediately following the date on which any
     Collateral Term Sheet (as defined in the PSA Letter) was first delivered to
     a prospective investor in such Offered Certificates, each Underwriter shall
     deliver to the Company five complete copies of all materials provided by
     such Underwriter to prospective investors in the Offered Certificates that
     constitute "Collateral Term Sheets." Each delivery of a Collateral Term
     Sheet to the Company pursuant to this paragraph (a) shall be effected by
     delivering four copies of such materials to counsel for the Company on
     behalf of the Company at the address specified in Section 3 hereof and one
     copy of such materials to

                                       20
<PAGE>

     the Company. (Collateral Term Sheets and Structural Term Sheets are,
     together, referred to herein as "ABS Term Sheets.")

          (b)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the Act, it
     shall be necessary to amend or supplement the related Prospectus as a
     result of an untrue statement of a material fact contained in any
     Collateral Term Sheets provided by an Underwriter pursuant to this Section
     9 or the omission to state therein a material fact required, when
     considered in conjunction with the related Prospectus and Prospectus
     Supplement, to be stated therein or necessary to make the statements
     therein, when read in conjunction with the related Prospectus and
     Prospectus Supplement, not misleading, or if it shall be necessary to amend
     or supplement any Current Report relating to any Collateral Term Sheets to
     comply with the Act or the rules thereunder, such Underwriter shall prepare
     and furnish to the Company for filing with the Commission an amendment or
     supplement which will correct such statement or omission or an amendment or
     supplement which will effect such compliance.

          (c)  Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish
     to the Company a letter, dated as of the date on which you deliver any
     Collateral Term Sheets to the Company pursuant to Section 9(a), in form and
     substance satisfactory to the Company, stating in effect that they have
     verified the mathematical accuracy of any calculations performed by such
     Underwriter and set forth in such Collateral Term Sheets, as applicable.

     10.  Termination.  This Agreement (with respect to a particular Certificate
          -----------
Offering) and the related Terms Agreement shall be subject to termination in
your absolute discretion, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the related
Closing Date (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or New York State authorities, or (iii) there shall have occurred any
outbreak or escalation of hostilities or other calamity, event or crisis the
effect of which on the financial markets of the United States is such as to make
it, in your reasonable judgment, impracticable to market such Offered
Certificates.

     11.  Representations and Indemnities to Survive Delivery.  The agreements,
          ---------------------------------------------------
representations, warranties, indemnities and other statements of the Company (or
First Horizon Home Loan Corporation, as the case may be) or its officers and of
each Underwriter set forth in or made pursuant to this Agreement and the related
Terms Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company (or First
Horizon Home Loan Corporation, as the case may be) or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the related Offered Certificates.  The
provisions of Section 7 hereof shall survive the termination or cancellation of
this Agreement and the related Terms Agreement.

     12.  Successors.  This Agreement and the related Terms Agreement will inure
          ----------
to the benefit of and be binding upon the parties hereto and thereto and their
respective successors and

                                       21
<PAGE>

the officers, directors and controlling persons referred to in Section 7 hereof,
and their successors and assigns, and no other person will have any right or
obligation hereunder or thereunder. No purchaser of any Offered Certificate from
any Underwriter shall be deemed a successor or assign by reason of such
purchase.

     13.  APPLICABLE LAW.  THIS AGREEMENT AND THE RELATED TERMS AGREEMENT WILL
          --------------
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     14.  Miscellaneous.  This Agreement, as supplemented by the related Terms
          -------------
Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and the
related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by the
party against whom enforcement of the change, waiver, discharge or termination
is sought. The headings in this Agreement and the related Terms Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof or thereof.

     15.  Notices.  All communications hereunder will be in writing and
          -------
effective only on receipt, and, if sent to you, will be delivered to it at the
address first above written; or if sent to the Company, will be delivered to
First Horizon Asset Securities Inc., 4000 Horizon Way, Irving, Texas 75063,
Attention:  Wade Walker, with a copy to First Tennessee National Corporation,
165 Madison Avenue, Memphis, Tennessee 38103, Attention:  Clyde A. Billings,
Jr., Esq.

     16.  Default by One or More of the Underwriters.  If one or more of the
          ------------------------------------------
Underwriters shall fail on the Closing Date to purchase the Offered Certificates
which it or they are obligated to purchase hereunder and under the applicable
Terms Agreement (the "Defaulted Certificates"), you shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Certificates in such amounts as may be agreed upon and upon the
terms herein set forth and under the applicable Terms Agreement. If, however,
you have not completed such arrangements within such 24-hour period, then:

          (a)  if the aggregate original principal amount of Defaulted
     Certificates does not exceed 10% of the aggregate original principal amount
     of the Certificates to be purchased pursuant to such Terms Agreement, the
     non-defaulting Underwriters named in such Terms Agreement shall be
     obligated to purchase the full amount thereof in the proportions that their
     respective underwriting obligations thereunder bear to the underwriting
     obligations of all non-defaulting Underwriters; and

          (b)  if the aggregate original principal amount of Defaulted
     Certificates exceeds 10% of the original principal amount of the Offered
     Certificates to be purchased pursuant to such Terms Agreement, the
     applicable Terms Agreement shall terminate without any liability on the
     part of any non-defaulting Underwriter.

                                       22
<PAGE>

     No action taken pursuant to this Section 16 and nothing in this Agreement
shall relieve any defaulting Underwriter from liability in respect of its
default.

     In the event of any such default which does not result in a termination of
this Agreement or such applicable Terms Agreement, either you or the Company
shall have the right to postpone the Closing Date for a period of time not
exceeding seven days in order to effect any required changes in the Registration
Statement or in any other documents or arrangements.


                                 *     *     *

                                       23
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and you.

                              Very truly yours,

                              FIRST HORIZON ASSET SECURITIES INC.



                              By:__________________________________
                                 Name:
                                 Title:


The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.



MERRILL LYNCH PIERCE FENNER & SMITH
            INCORPORATED




By:_________________________________
   Name:
   Title:



FIRST HORIZON HOME LOAN CORPORATION




By:_________________________________
   Name:
   Title:
<PAGE>

                                                                       EXHIBIT A

                      FIRST HORIZON ASSET SECURITIES INC.

             REMIC MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES ____-__

                                TERMS AGREEMENT
                                ---------------
                          (to Underwriting Agreement,
                       dated [                  ], 2001
                   between the Company and the Underwriter)


First Horizon Asset Securities Inc.                      [                    ]
4000 Horizon Way                                                          [Date]
Irving, Texas 75063

     Each of [                                                                ]
(the "Underwriters") severally agrees, subject to the terms and provisions
herein and of the captioned Underwriting Agreement (the "Underwriting
Agreement"), to purchase such Classes of Series ____-__ Certificates specified
in Section 2(a) hereof (the "Offered Certificates").  This letter supplements
and modifies the Underwriting Agreement solely as it relates to the purchase and
sale of the Offered Certificates described below.  The Series ____-__
Certificates are registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-___).  Capitalized terms used
and not defined herein have the meanings given them in the Underwriting
Agreement.



     Section 1.   The Mortgage Pool:  The Series ____-__ Certificates shall
                  -----------------
evidence the entire beneficial ownership interest in a mortgage pool (the
"Mortgage Pool") of conventional, fixed rate, fully amortizing one-to four-
family residential mortgage loans (the "Mortgage Loans") having the following
characteristics as of ________ __, ____ (the "Cut-off Date"):

             (a)  Aggregate Principal Amount of the Mortgage Pool: $[         ]
                  -----------------------------------------------
     aggregate principal balance as of the Cut-off Date, subject to [an upward
     or downward variance of up to [ ]%, the precise aggregate principal balance
     to be determined by the Company][a permitted variance such that the
     aggregate Scheduled Principal Balance thereof will be not less than $[ ] or
     greater than $[ ].

             (b)  Original Terms to Maturity:  The original term to maturity of
                  --------------------------
     each Mortgage Loan included in the Mortgage Pool shall be between ___ and
     ___ years.

     Section 2.   The Certificates:  The Offered Certificates shall be issued
                  ----------------
     as follows:

             (a)  Classes:  The Offered Certificates shall be issued with the
                  -------
     following Class designations, interest rates and principal balances,
     subject in the aggregate to the variance referred to in Section 1(a)[and,
     as to any particular Class, to an upward or downward variance of up to [
     ]%]:

                                      A-1
<PAGE>

                 Principal            Interest              Class Purchase
Class             Balance               Rate               Price Percentage
-----             -------               ----               ----------------


          (b) The Offered Certificates shall have such other characteristics as
     described in the related Prospectus.

     Each of the Underwriters agrees, severally and not jointly, subject to the
terms and conditions contained herein and in the Underwriting Agreement, to
purchase the principal balances of the Classes of Certificates specified
opposite its name below:




-------------------------------------------------------------------------------

Series [      ]
Designation                 [Underwriter]                   [Underwriter]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

     Section 3.     Purchase Price: The Purchase Price for each Class of the
                    --------------
Offered Certificates shall be the Class Purchase Price Percentage therefor (as
set forth in Section 2(a) above) of the initial Class Certificates Principal
Balance thereof plus accrued interest at the rate of [ ]% per annum from and
including the Cut-off Date up to, but not including, _________ __, ____ (the
"Closing Date").

     Section 4.     Required Ratings: The Offered Certificates shall have
                    ----------------
received Required Ratings of at least [ ] from [ ].


     Section 5.     Tax Treatment: [One or more elections will be made to treat
                    -------------
the assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a
"grantor trust" for federal income tax purposes.]

     [Section 6.    Additional Expenses:]*


--------------------------
*
    * to be inserted if applicable.

                                      A-2
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriters and the Company.

                                             Very truly yours,


                                             CO-MANAGER:

                                             [UNDERWRITER]



                                             By:_____________________________
                                                Name:
                                                Title:



                                             CO-MANAGER:

                                             [UNDERWRITER]



                                             By:_____________________________
                                                Name:
                                                Title:


The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.


FIRST HORIZON ASSET SECURITIES INC.



By:________________________________
   Name:
   Title:



FIRST HORIZON HOME LOAN CORPORATION



By:_________________________________
   Name:
   Title:


                                      A-3