MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of [__________], 20[__]

among

FIRST HORIZON ASSET SECURITIES, INC.

(Purchaser)

and

FIRST TENNESSEE BANK NATIONAL ASSOCIATION,

(Seller)

First Horizon ABS Trust 20[__]-[__]

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01.  Definitions

1

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.  Sale of Mortgage Loans

1

Section 2.02.  Reserved

2

Section 2.03.  Obligations of Seller Upon Sale

2

Section 2.04.  Payment of Purchase Price for the Mortgage Loans

4

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01.  Seller Representations and Warranties Relating to the

Mortgage Loans

5

Section 3.02.  Seller Representations and Warranties – General

6

ARTICLE IV

SELLER’S COVENANTS

Section 4.01.  Covenants of the Seller

8

ARTICLE V

[RESERVED]

ARTICLE VI

TERMINATION

Section 6.01.  Termination

8

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01.  Amendment

8

Section 7.02.  Governing Law

8

Section 7.03.  Notices

8

Section 7.04.  Severability of Provisions

9

Section 7.05.  Counterparts

9

Section 7.06.  Further Agreements

9

Section 7.07.  Intention of the Parties

9

Section 7.08.  Successors and Assigns: Assignment of Purchase

Agreement

10

Section 7.09.  Survival

10

Schedule I  Mortgage Loan Schedule

I-1

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of [_________], 20[__] (this “Agreement”), between First Tennessee Bank National Association (the “Seller”) and First Horizon Asset Securities, Inc. (the “Purchaser”).

W I T N E S S E T H

WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the “Mortgage Notes”) indicated on Schedule I hereto (the “Mortgage Loan Schedule”), and the Related Documents (as defined in Section 2.03 below, and together with the Mortgage Notes, the “Mortgage Loans”); and

WHEREAS, the Seller, as of the date hereof, owns the mortgages (the “Mortgages”) on the properties (the “Mortgaged Properties”) securing the Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and

WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and

WHEREAS, pursuant to the terms of a Sale and Servicing Agreement dated as of [_________], 20[__] (the “Sale and Servicing Agreement”) among the Seller, as seller and as servicer, the Purchaser, as depositor, [_________], as indenture trustee (the “Indenture Trustee”) and First Horizon ABS Trust 20[__]-[__] (the “Trust”), the Purchaser will convey the Mortgage Loans to the Trust.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.    Definitions .  All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.    Sale of Mortgage Loans .  The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in and to (i) each  Mortgage Loan and the related Mortgage File, including the related Cut-Off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust; provided, however, that the Purchaser does not assume any obligation under any Mortgage Note to fund any such future Draws, and the Purchaser will not be obligated or permitted to fund any such future Draws) and all collections in respect of interest and principal received after the Cut-Off Date; (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any insurance policies maintained in respect of the Mortgage Loans (including any Insurance Proceeds); and (iv) all proceeds of any of the foregoing.

Section 2.02.   [Reserved].

Section 2.03.    Obligations of Seller Upon Sale .  In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Owner Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (b) to deliver to the Purchaser or at the direction of the Purchaser, to the Indenture Trustee, as applicable, a computer file containing a true and complete list of all such Mortgage Loans specifying, among other things, for each such Mortgage Loan, as of the Cut Off Date, (1) its account number and (2) the Cut Off Date Principal Balance.  Such file, which forms a part of Exhibit A to the Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement.

In connection with such transfer by the Seller, the Seller agrees to:

(i)

on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser or, at the direction of the Purchaser, to the Indenture Trustee (or its designee), the Mortgage Loan Schedule in computer readable format; and

(ii)

on behalf of the Purchaser, deliver to and deposit with the Indenture Trustee (x) the Mortgage Note in respect of each Mortgage Loan within 90 days following the occurrence of an Assignment Event specified in clause (i) of the definition thereof and (y) the Related Documents within 90 days following the occurrence of an Event of Servicing Termination.  The Mortgage Note and the Related Documents shall be in the following form:

(A)

the original Mortgage Note, endorsed in blank, or a copy of such original Mortgage Note with an accompanying Lost Note Affidavit;

(B)

the original Assignment of Mortgage from the Seller to “U.S. Bank National Association, as Indenture Trustee for First Horizon ABS Trust 20[__]-[__]”, which assignment shall be in form and substance acceptable for recording;

(C)

the original Mortgage, with evidence of recording thereon, provided, that if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall deliver to the Indenture Trustee a certified true copy of such original Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original Mortgage has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be delivered the original recorded Mortgage to the Indenture Trustee promptly upon receipt of the original recorded Mortgage;

(D)

(i) if the Credit Limit for such Mortgage Loan is greater than $[_________], the original attorney’s opinion of title or the original policy of title insurance, provided that if any such original policy of title insurance has not yet been received by the Seller, the Seller shall have delivered to the Indenture Trustee a copy of such policy or a title insurance binder or commitment for the issuance of such policy; or (ii) if the Credit Limit for such Mortgage Loan is equal to or less than $[_________], a limited review of the title conveyed to the Mortgagor by the seller of the Mortgaged Property to the Mortgagor;

(E)

intervening assignments, if any; and

(F)

originals of all assumption and modification agreements, if any,

provided, however, that as to any Mortgage Loan, if as evidenced by an Opinion of Counsel delivered to and in form and substance satisfactory to the Owner Trustee, the Indenture Trustee, the Insurer and the Rating Agencies, (x) an optical image or other representation of the related documents specified in clause (ii)(C) above is enforceable in the relevant jurisdictions to the same extent as the original of such document and (y) such optical image or other representation does not impair the ability of an owner of such Mortgage Loan to transfer or perfect its interest in such Mortgage Loan, such optical image or other representation may be delivered as required in clause (ii) above.

The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting records, to indicate clearly and unambiguously that such Mortgage Loans have been sold to the Purchaser by the Seller, sold by the Purchaser to the Trust and pledged by the Trust to the Indenture Trustee and constitute part of the Trust in accordance with the terms of the Sale and Servicing Agreement.  

The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01 above.

The Seller hereby acknowledges that if the long-term senior unsecured debt rating of the Seller is not rated at least “[___]” by Standard & Poor’s and at least “[___]” by Moody’s, the Seller shall, within 90 days following the occurrence of such event (i) segregate (a) the Mortgage Files from documents and instruments relating to mortgage loans that are not Mortgage Loans and (b) the Mortgage Note from the Related Documents for each Mortgage Loan and shall assemble and maintain the Mortgage Notes together (separate from the Related Documents) and (ii) prepare an Assignment of Mortgage for each Mortgage Loan.  The Assignments of Mortgage will be held by the Seller pursuant to Section 2.01(b) of the Sale and Servicing Agreement.  

The Seller acknowledges that the Indenture Trustee is required to review the Mortgage Notes in the case of any delivery required pursuant to Section 2.01(b)(ii)(x) of the Sale and Servicing Agreement and the Related Documents in the case of any delivery required pursuant to Section 2.01(b)(ii)(y) of the Sale and Servicing Agreement pursuant to Sections 2.01(d) and (e) of the Sale and Servicing Agreement and if the Indenture Trustee finds any document or documents not to have been properly executed, or to be missing or to be defective in any material respect, the Indenture Trustee is required to notify the Seller.  If the Seller does not within the time period specified in Section 2.02(b) of the Sale and Servicing Agreement correct or cure such omission or document deficiency, the Seller shall either repurchase such relevant Mortgage Loan directly from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan, in either case, within the time frame and in the manner specified in Section 2.02(b) of the Sale and Servicing Agreement.

The parties hereto expressly intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above.  It is, further, not the parties’ intent that such conveyance be deemed a pledge of the Mortgage Loans and the other property described above by the Seller to the Purchaser to secure a debt or other obligation of the Seller.  However, in the event that, notwithstanding the parties’ intent, the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law, including, without limitation, Articles 8 and 9 of the Uniform Commercial Code in effect in the applicable state.  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 Sale and Servicing Agreement.

Without limiting the generality of the foregoing, the Seller hereby agrees to take such actions described in Section 2.01(a) of the Sale and Servicing Agreement as are necessary to complete and file any UCC Financing Statements and any continuation statements required to perfect and protect the Purchaser’s interest in the Mortgage Loans.

Section 2.04.    Payment of Purchase Price for the Mortgage Loans .  (a)  In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on or before the Closing D