POOLING AND SERVICING AGREEMENT Dated as of September 1, 2005

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT Dated as of September 1, 2005
Governing Law: New York Date: 10/11/2005

FIRST HORIZON ASSET SECURITIES INC.

Depositor

FIRST HORIZON HOME LOAN CORPORATION

Master Servicer

and

THE BANK OF NEW YORK

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

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

FIRST HORIZON MORTGAGE PASS-THROUGH TRUST 2005-6

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-6

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS........................................................5

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES....38

SECTION 2.1 Conveyance of Mortgage Loans.................................38

SECTION 2.2 Acceptance by Trustee of the Mortgage Loans..................42

SECTION 2.3 Representations and Warranties of the Master Servicer;

Covenants of the Seller...............................................45

SECTION 2.4 Representations and Warranties of the Depositor as to the

Mortgage Loans........................................................47

SECTION 2.5 Delivery of Opinion of Counsel in Connection with

Substitutions.........................................................47

SECTION 2.6 Execution and Delivery of Certificates.......................48

SECTION 2.7 REMIC Matters................................................48

SECTION 2.8 Covenants of the Master Servicer.............................52

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................52

SECTION 3.1 Master Servicer to Service Mortgage Loans....................52

SECTION 3.2 Subservicing; Enforcement of the Obligations of Servicers....54

SECTION 3.3 Rights of the Depositor and the Trustee in Respect of the

Master Servicer.......................................................54

SECTION 3.4 Trustee to Act as Master Servicer............................55

SECTION 3.5 Collection of Mortgage Loan Payments; Certificate Account;

Distribution Account..................................................55

SECTION 3.6 Collection of Taxes, Assessments and Similar Items; Escrow

Accounts..............................................................58

SECTION 3.7 Access to Certain Documentation and Information Regarding the

Mortgage Loans........................................................59

SECTION 3.8 Permitted Withdrawals from the Certificate Account and

Distribution Account..................................................59

SECTION 3.9 Maintenance of Hazard Insurance; Maintenance of Primary

Insurance Policies....................................................61

SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption Agreements...63

SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase of

Certain Mortgage Loans................................................64

SECTION 3.12 Trustee to Cooperate; Release of Mortgage Files.............66

SECTION 3.13 Documents Records and Funds in Possession of Master Servicer

to be Held for the Trustee............................................67

SECTION 3.14 Master Servicing Compensation...............................68

SECTION 3.15 Access to Certain Documentation.............................68

SECTION 3.16 Annual Statement as to Compliance...........................68

SECTION 3.17 Annual Independent Public Accountants' Servicing Statement;

Financial Statements..................................................69

SECTION 3.18 Errors and Omissions Insurance; Fidelity Bonds..............69

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER................70

SECTION 4.1 Advances.....................................................70

SECTION 4.2 Priorities of Distribution...................................70

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SECTION 4.3 Method of Distribution.......................................76

SECTION 4.4 Allocation of Losses.........................................77

SECTION 4.5 Reserved.....................................................79

SECTION 4.6 Monthly Statements to Certificateholders.....................79

SECTION 4.7 Reserve Fund.................................................81

SECTION 4.8 Principal Distributions on the Insured Retail Certificates...81

ARTICLE V THE CERTIFICATES..................................................87

SECTION 5.1 The Certificates.............................................87

SECTION 5.2 Certificate Register; Registration of Transfer and Exchange of

Certificates..........................................................88

SECTION 5.3 Mutilated, Destroyed, Lost or Stolen Certificates............93

SECTION 5.4 Persons Deemed Owners........................................94

SECTION 5.5 Access to List of Certificateholders' Names and Addresses....94

SECTION 5.6 Maintenance of Office or Agency..............................94

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER............................95

SECTION 6.1 Respective Liabilities of the Depositor and the Master

Servicer..............................................................95

SECTION 6.2 Merger or Consolidation of the Depositor or the Master

Servicer..............................................................95

SECTION 6.3 Limitation on Liability of the Depositor, the Master Servicer

and Others............................................................95

SECTION 6.4 Limitation on Resignation of Master Servicer.................96

ARTICLE VII DEFAULT.........................................................96

SECTION 7.1 Events of Default............................................96

SECTION 7.2 Trustee to Act; Appointment of Successor.....................98

SECTION 7.3 Notification to Certificateholders...........................99

ARTICLE VIII CONCERNING THE TRUSTEE........................................100

SECTION 8.1 Duties of Trustee...........................................100

SECTION 8.2 Certain Matters Affecting the Trustee.......................101

SECTION 8.3 Trustee Not Liable for Certificates or Mortgage Loans.......103

SECTION 8.4 Trustee May Own Certificates................................103

SECTION 8.5 Trustee's Fees and Expenses.................................103

SECTION 8.6 Eligibility Requirements for Trustee........................104

SECTION 8.7 Resignation and Removal of Trustee..........................104

SECTION 8.8 Successor Trustee...........................................105

SECTION 8.9 Merger or Consolidation of Trustee..........................106

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee..............106

SECTION 8.11 Tax Matters................................................107

SECTION 8.12 Periodic Filings...........................................109

ARTICLE IX TERMINATION.....................................................109

SECTION 9.1 Termination upon Liquidation or Purchase of all Mortgage

Loans................................................................109

SECTION 9.2 Final Distribution on the Certificates......................110

SECTION 9.3 Additional Termination Requirements.........................111

ARTICLE X CERTAIN MATTERS REGARDING AGC....................................112

SECTION 10.1 Matters Concerning The AGC Policy..........................112

SECTION 10.2 Matters Concerning AGC.....................................114

SECTION 10.3 Suspension and Termination of AGC's Rights.................116

<PAGE>

ARTICLE XI MISCELLANEOUS PROVISIONS........................................116

SECTION 11.1 Amendment..................................................116

SECTION 11.2 Recordation of Agreement; Counterparts.....................117

SECTION 11.3 Governing Law..............................................118

SECTION 11.4 Intention of Parties.......................................118

SECTION 11.5 Notices....................................................118

SECTION 11.6 Severability of Provisions.................................120

SECTION 11.7 Assignment.................................................120

SECTION 11.8 Limitation on Rights of Certificateholders.................120

SECTION 11.9 Inspection and Audit Rights................................121

SECTION 11.10 Certificates Nonassessable and Fully Paid.................121

SECTION 11.11 Limitations on Actions; No Proceedings....................121

SECTION 11.12 Acknowledgment of Seller..................................121

SCHEDULES

Schedule I: Mortgage Loan Schedule I-1

Schedule II: Representations and Warranties of the Master Servicer II-1

Schedule III: Form of Monthly Master Servicer Report III-1

EXHIBITS

Exhibit A-1: Form of Senior Certificate A-1-1

Exhibit A-2: Form of Senior Certificate [Class PO Certificate] A-2-1

Exhibit B: Form of Subordinated Certificate B-1

Exhibit C: Form of Residual Certificate C-1

Exhibit D: Form of Reverse of Certificates D-1

Exhibit E: Form of Initial Certification E-1

Exhibit F: Form of Delay Delivery Certification F-1

Exhibit G: Form of Subsequent Certification of Custodian G-1

Exhibit H: Transfer Affidavit H-1

Exhibit I: Form of Transferor Certificate I-1

Exhibit J: Form of Investment Letter [Non-Rule 144A] J-1

Exhibit K: Form of Rule 144A Letter K-1

Exhibit L: Request for Release (for Trustee) L-1

Exhibit M: Request for Release (Mortgage Loan) M-1

iii

<PAGE>

THIS POOLING AND SERVICING AGREEMENT, dated as of September 1, 2005, among

FIRST HORIZON ASSET SECURITIES INC., a Delaware corporation, as depositor (the

"Depositor"), FIRST HORIZON HOME LOAN CORPORATION, a Kansas corporation, as

master servicer (the "Master Servicer"), and THE BANK OF NEW YORK, a banking

corporation organized under the laws of the State of New York, as trustee (the

"Trustee").

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the parties

hereto agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to

the Trustee in return for the Certificates. The Trust Fund and the Rounding

Account for federal income tax purposes will consist of three separate REMICs.

The Certificates will represent the entire beneficial ownership interest in the

Trust Fund. The Regular Certificates will represent "regular interests" in the

Upper REMIC. The Class I-A-R Certificates will represent the residual interests

in the Lower REMIC, Middle REMIC and Upper REMIC, as described in Section 2.7.

The "latest possible maturity date" for federal income tax purposes of all REMIC

regular interests created hereby will be the Latest Possible Maturity Date.

The following table sets forth characteristics of the Certificates,

together with the minimum denominations and integral multiples in excess thereof

in which such Classes shall be issuable (except that one Certificate of each

Class of Certificates may be issued in a different amount and, in addition, one

Residual Certificate representing the Tax Matters Person Certificate may be

issued in a different amount):

[Remainder of Page Intentionally Left Blank]

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

Integral

Initial Class Multiples in

Class Certificate Pass-Through Minimum Excess of

Designation Balance Rate Denominations Minimum

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

Class I-A-1 $154,123,000.00 5.500% $ 25,000 $ 1,000

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

Class I-A-2 $ 15,274,000.00 5.500% $ 1,000 $ 1,000

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

Class I-A-3 $ 25,000,000.00 5.250% $ 1,000 $ 1,000

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

Class I-A-4 (1) 0.165% $ 500,000 $ 1,000

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

Class I-A-5 $ 22,414,000.00 5.500% $ 25,000 $ 1,000

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

Class I-A-PO $ 603,308.65 (2) $ 25,000 $ 1,000

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

Class I-A-R $ 100.00 5.500% $ 100 N/A

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

Class II-A-1 $ 22,220,000.00 5.000% $ 25,000 $ 1,000

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

Class II-A-PO $ 104,882.77 (2) $ 25,000 $ 1,000

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

Class B-1 $ 4,202,000.00 variable(3) $ 100,000 $ 1,000

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

Class B-2 $ 1,359,000.00 variable(3) $ 100,000 $ 1,000

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

Class B-3 $ 618,000.00 variable(3) $ 100,000 $ 1,000

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

Class B-4 $ 494,000.00 variable(3) $ 100,000 $ 1,000

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

Class B-5 $ 371,000.00 variable(3) $ 100,000 $ 1,000

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

Class B-6 $ 371,181.92 variable(3) $ 100,000 $ 1,000

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

(1) The Class I-A-4 Certificates are Notional Amount Certificates and will

accrue interest during each Interest Accrual Period on a Notional Amount equal

to the Class Certificate Balance of the Class I-A-3 Certificates. The initial

Notional Amount of the Class I-A-4 Certificates will be $25,000,000.

(2) The Class I-A-PO and Class II-A-PO Certificates are Principal Only

Certificates and will not accrue interest.

(3) The Pass-Through Rate on each Class of Subordinated Certificates is variable

and will be equal to the weighted average of the Designated Mortgage Pool Rates,

weighted on the basis of the Group Subordinate Amount for each Mortgage Pool.

The initial Pass-Through Rate on each Class of Subordinated Certificates for the

first Interest Accrual Period will be 5.4534%.

<PAGE>

Accretion Directed

Certificates.............. None.

Accrual Certificates...... None.

Accrual Components........ None.

Book-Entry Certificates... All Classes of Certificates other than the

Physical Certificates.

Certificate Group......... With respect to Pool I, the Group I Senior

Certificates, and with respect to Pool II, the

Group II Senior Certificates. The Subordinated

Certificates correspond to both of the Mortgage

Pools.

COFI Certificates......... None.

Component Certificates.... None.

Components................ None.

Delay Certificates........ All interest-bearing Classes of Certificates other

than the Non-Delay Certificates, if any.

ERISA-Restricted The Residual Certificates, Private Certificates

Certificates.............. and Certificates of any Class that no longer

satisfy the applicable rating requirement of the

Underwriters' Exemption.

Floating Rate Certificates None.

Group I Senior Certificates The Class I-A-1, Class I-A-2, Class I-A-3,

Class I-A-4, Class I-A-5, Class I-A-PO and

Class I-A-R Certificates.

Group II Senior Certificates The Class II-A-1 and Class II-A-PO Certificates.

Insured Retail Certificates The Class I-A-3 Certificates.

Inverse Floating Rate

Certificates.............. None.

LIBOR Certificates........ None.

NAS Certificates.......... The Class I-A-5 Certificates.

Non-Delay Certificates.... None.

Notional Amount Certificates The Class I-A-4 Certificates.

Offered Certificates...... All Classes of Certificates other than the Private

Certificates.

Physical Certificates..... The Private Certificates and the Residual

Certificates.

Planned Principal Classes. None.

Principal Only Certificates The Class I-A-PO and Class II-A-PO Certificates.

Private Certificates...... The Class PO Certificates and the Class B-4, Class

B-5 and Class B-6 Certificates.

Rating Agencies........... Fitch and S&P, except that for purposes of the

Class B-1, Class B-2, Class B-3, Class B-4 and

Class B-5 Certificates, Fitch shall be the sole

Rating Agency. The Class B-6 Certificates will

not be rated.

Regular Certificates...... All Classes of Certificates, other than the

Residual Certificates.

<PAGE>

Residual Certificates..... The Class I-A-R Certificates.

Scheduled Certificates.... None.

Senior Certificates....... The Group I Senior Certificates and Group II

Senior Certificates, collectively.

Senior Mezzanine

Certificates.............. None.

Senior Support Certificates None.

Subordinated Certificates. The Class B-1, Class B-2, Class B-3, Class B-4,

Class B-5 and Class B-6 Certificates.

Super Senior Certificates. None.

Support Classes........... None.

Targeted Principal Classes None.

Underwriters.............. UBS Securities LLC, Goldman, Sachs & Co. and,

solely with respect to the Class I-A-3

Certificates, Edward D. Jones & Co., L.P.

With respect to any of the foregoing designations as to which the

corresponding reference is "None," all defined terms and provisions herein

relating solely to such designations shall be of no force or effect, and any

calculations herein incorporating references to such designations shall be

interpreted without reference to such designations and amounts. Defined terms

and provisions herein relating to statistical rating agencies not designated

above as Rating Agencies shall be of no force or effect.

<PAGE>

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the following meanings:

Accrual Certificates: Not applicable.

Accrued Certificate Interest: For any Class of Certificates entitled to

distributions of interest for any Distribution Date, the interest accrued during

the related Interest Accrual Period at the applicable Pass-Through Rate on the

Class Certificate Balance (or Notional Amount, in the case of the Notional

Amount Certificates) of such Class of Certificates immediately prior to such

Distribution Date, less such Class' share of any Net Interest Shortfall,

allocable among the outstanding Classes of Senior Certificates of the related

Certificate Group based on the Accrued Certificate Interest otherwise

distributable thereto, and allocable to the Subordinated Certificates based on

interest accrued on their related Apportioned Principal Balances.

Adjusted Mortgage Rate: As to each Mortgage Loan, and at any time, the per

annum rate equal to the Mortgage Rate less the Master Servicing Fee Rate.

Adjusted Net Mortgage Rate: As to each Mortgage Loan, and at any time, the

per annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

Advance: The payment required to be made by the Master Servicer with

respect to any Distribution Date pursuant to Section 4.1, the amount of any such

payment being equal to the aggregate of payments of principal and interest (net

of the Master Servicing Fee and net of any net income in the case of any REO

Property) on the Mortgage Loans that were due on the related Due Date and not

received as of the close of business on the related Determination Date, less the

aggregate amount of any such delinquent payments that the Master Servicer has

determined would constitute a Nonrecoverable Advance if advanced.

AGC: Assured Guaranty Corp., a stock insurance company organized and

created under the laws of the State of Maryland, and any successors thereto.

AGC is the insurer of the Insured Retail Certificates under the Financial

Guaranty Insurance Policy.

AGC Default: The existence and continuance of a failure by AGC to make a

payment required under the AGC Policy in accordance with its terms.

AGC Insurance Payment: Any payment made by AGC with respect to any Insured

Retail Certificates under the AGC Policy.

AGC Policy: The Financial Guaranty Insurance Policy (Number D-2005-82)

issued by AGC for the benefit of the Holders of any Insured Retail Certificates,

including any endorsements thereto.

AGC Policy Payments Account: The separate Eligible Account created and

maintained by the Trustee pursuant to Section 10.1(c) in the name of the Trustee

for the benefit of the Holders of the Insured Retail Certificates and designated

"The Bank of New York in trust for registered holders of First Horizon Mortgage

<PAGE>

Pass-Through Trust 2005-6, Mortgage Pass-Through Certificates, Series 2005-6

$25,000,000 5.250% Class I-A-3 Certificates." Funds in the AGC Policy Payments

Account shall be held in trust for the Holders of the Insured Retail

Certificates for the uses and purposes set forth in this Agreement.

AGC Premium: As to the Closing Date and each Distribution Date thereafter,

the amount to be paid to AGC pursuant to the Premium Letter dated September 30,

2005 by and among AGC, the Depositor and the Master Servicer, and accepted and

agreed to by the Trustee.

Agreement: This Pooling and Servicing Agreement and all amendments or

supplements hereto.

Allocable Share: With respect to any Class of Subordinated Certificates on

any Distribution Date, such Class' pro rata share (based on the Class

Certificate Balance of each Class entitled thereto) of each of the components of

the Subordinated Optimal Principal Amount for each Mortgage Pool; provided that,

solely for purposes of this definition, the applicable Subordinated Optimal

Principal Amount for each Mortgage Pool will be reduced by the amounts required

to be distributed to the related Class PO Certificates in respect of the

applicable Class PO Deferred Amount on such Distribution Date, and any such

reduction in the applicable Subordinate Optimal Principal Amount for each

Mortgage Pool shall reduce the amounts calculated pursuant to clauses (1), (4),

(2), (3) and (5) of the definition thereof, in that order, and the Class

Certificate Balances of each Class of Subordinated Certificates will be reduced

by such amounts in reverse order of priority until the respective Class

Certificate Balances of each Class of Subordinated Certificates has been reduced

to zero; provided further, that, except as provided in this Agreement, no

Subordinated Certificates (other than the Class of Subordinated Certificates

with the highest priority of distribution) shall be entitled on any Distribution

Date to receive distributions pursuant to clauses (2), (3) and (5) of the

definition of Subordinated Optimal Principal Amount unless the Class Prepayment

Distribution Trigger for such Class is satisfied for such Distribution Date.

Alternative Title Product: Any one of the following: (i) Lien Protection

Insurance issued by Integrated Loan Services or ATM Corporation of America, (ii)

a Mortgage Lien Report issued by EPN Solutions/ACRAnet, (iii) a Property Plus

Report issued by Rapid Refinance Service through SharperLending.com, or (iv)

such other alternative title insurance product that the Seller utilizes in

connection with its then current underwriting criteria.

Amount Held for Future Distribution: As to any Distribution Date, the

aggregate amount held in the applicable subaccount of the Certificate Account at

the close of business on the related Determination Date on account of (i)

Principal Prepayments on the related Mortgage Pool received after the related

Prepayment Period and Liquidation Proceeds on the related Mortgage Pool received

in the month of such Distribution Date and (ii) all Scheduled Payments in the

related Mortgage Pool due after the related Due Date.

Apportioned Principal Balance: For any Class of Subordinated Certificates

and any Distribution Date, an amount equal to the Class Certificate Balance of

such Class immediately prior to that Distribution Date multiplied by a fraction,

the numerator of which is the applicable Group Subordinate Amount for such

Distribution Date and the denominator of which is the sum of the Group

Subordinate Amounts for such Distribution Date.

<PAGE>

Appraised Value: With respect to any Mortgage Loan, the Appraised Value of

the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan

other than a Refinancing Mortgage Loan, the lesser of (a) the value of the

Mortgaged Property based upon the appraisal made at the time of the origination

of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the

time of the origination of such Mortgage Loan; (ii) with respect to a

Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage Loan,

the value of the Mortgaged Property based upon the appraisal made at the time of

the origination of such Refinancing Mortgage Loan; and (iii) with respect to a

Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with

respect to the Original Mortgage Loan at the time of the origination thereof was

90% or less, the value of the Mortgaged Property based upon the appraisal made

at the time of the origination of the Original Mortgage Loan and (b) if the

loan-to-value ratio with respect to the Original Mortgage Loan at the time of

the origination thereof was greater than 90%, the value of the Mortgaged

Property based upon the appraisal (which may be a drive-by appraisal) made at

the time of the origination of such Streamlined Documentation Mortgage Loan.

Available Funds: For each Mortgage Pool, with respect to any Distribution

Date, an amount equal to the sum of:

(a) all scheduled installments of interest, net of the Master Servicing

Fee, the Trustee Fee, the AGC Premium and any amounts due to First

Horizon in respect of the Retained Yield on such Distribution Date,

and all scheduled installments of principal due in respect of the

Mortgage Loans in such Mortgage Pool on the Due Date in the month in

which the Distribution Date occurs and received before the related

Determination Date, together with any Advances in respect thereof;

(b) all Insurance Proceeds, all Liquidation Proceeds and Unanticipated

Recoveries received in respect of the Mortgage Loans in such

Mortgage Pool during the calendar month before the Distribution

Date, which in each case is net of unreimbursed expenses incurred in

connection with a liquidation or foreclosure and unreimbursed

Advances, if any;

in such Mortgage Pool during the related Prepayment Period, plus

interest received thereon, net of any Prepayment Interest Excess;

(d) any Compensating Interest in respect of Principal Prepayments in

Full received in respect of the Mortgage Loans in such Mortgage Pool

during the related Prepayment Period (or, in the case of the first

Distribution Date, from the Cut-off Date); and

(e) any Substitution Adjustment Amount or the Purchase Price for any

Deleted Mortgage Loan in the related Mortgage Pool or a Mortgage

Loan in the related Mortgage Pool repurchased by the Seller or the

Master Servicer as of such Distribution Date, reduced by amounts in

reimbursement for Advances previously made and other amounts that

the Master Servicer is entitled to be reimbursed for out of the

Certificate Account pursuant to this Agreement.

<PAGE>

Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as

amended.

Bankruptcy Coverage Termination Date: The date on which the Bankruptcy

Loss Coverage Amount is reduced to zero.

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation

or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not

be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has

notified the Trustee in writing that the Master Servicer is diligently pursuing

any remedies that may exist in connection with the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any related escrow payments in respect of such

Mortgage Loan are being advanced on a current basis by the Master Servicer, in

either case without giving effect to any Debt Service Reduction or Deficient

Valuation.

Bankruptcy Loss Coverage Amount: As of any Determination Date, the

Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage

Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to

the Certificates since the Cut-off Date and (ii) any permissible reductions in

the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating

Agency to the Trustee to the effect that any such reduction will not result in a

downgrading of the then current ratings assigned to the Classes of Certificates

rated by it (which shall be determined without regard to the AGC Policy). As of

any Distribution Date on or after the Cross-over Date, the Bankruptcy Loss

Coverage Amount will be zero.

Blanket Mortgage: The mortgage or mortgages encumbering the

Cooperative Property.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day

on which AGC or banking institutions in the City of New York, the City of

Dallas, the State of Texas, the State of Maryland or the city in which the

Corporate Trust Office of the Trustee is located are authorized or obligated by

law or executive order to be closed.

Certificate: Any one of the Certificates executed by the Trustee in

substantially the forms attached hereto as exhibits.

Certificate Account: The separate Eligible Account or Accounts created and

maintained by the Master Servicer pursuant to Section 3.5 with a depository

institution in the name of the Master Servicer for the benefit of the Trustee on

behalf of Certificateholders and designated "First Horizon Home Loan Corporation

in trust for the registered holders of First Horizon Asset Securities Inc.

Mortgage Pass-Through Certificates, Series 2005-6."

Certificate Group: As specified in the Preliminary Statement.

Certificate Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate.

<PAGE>

Certificate Principal Balance: With respect to any Certificate and as

of any Distribution Date, the Certificate Principal Balance on the date of

the initial issuance of such Certificate, as reduced by:

(a) all amounts distributed on previous Distribution Dates on such

Certificate on account of principal,

(b) the principal portion of all Realized Losses previously allocated to

such Certificate, and

rata share, if any, of the Subordinated Certificate Writedown Amount

for previous Distribution Dates, provided that for the purpose of

determining the subrogation rights of AGC arising under Section 10.1

hereof, the Certificate Principal Balance shall not be reduced by

the amount of any payment made under the AGC Policy in respect of

principal to Insured Retail Certificates except to the extent such

payments have been reimbursed to AGC pursuant to the terms of this

Agreement.

Certificate Register: The register maintained pursuant to Section 5.2

hereof.

Certificateholder or Holder: The person in whose name a Certificate is

registered in the Certificate Register, except that, solely for the purpose of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of the Depositor or the Seller or any affiliate or agent of the Depositor

or the Seller shall be deemed not to be Outstanding and the Percentage Interest

evidenced thereby shall not be taken into account in determining whether the

requisite amount of Percentage Interests necessary to effect such consent has

been obtained; provided, however, that if any such Person (including the

Depositor) owns 100% of the Percentage Interests evidenced by a Class of

Certificates, such Certificates shall be deemed to be Outstanding for purposes

of any provision hereof that requires the consent of the Holders of Certificates

of a particular Class as a condition to the taking of any action hereunder. The

Trustee is entitled to rely conclusively on a certification of the Depositor or

any affiliate of the Depositor in determining which Certificates are registered

in the name of an affiliate of the Depositor.

Class: All Certificates bearing the same class designation as set forth in

the Preliminary Statement.

Class Certificate Balance: With respect to any Class of Certificates and

as of any Distribution Date the aggregate of the Certificate Principal Balance

of all Certificates of such Class as of such date, plus the amount of any

Unanticipated Recoveries added to the Class Certificate Balance of such Class of

Certificate pursuant to Section 4.2(g); provided, however, that solely for

purposes of determining AGC's rights as subrogee to the Holders of Insured

Retail Certificates, the Class Certificate Balance of an Insured Retail

Certificate shall be deemed to not be reduced by any principal amounts paid to

the Holder thereof from AGC Insurance Payments, unless such amounts have been

reimbursed to AGC.

Class I-A-PO Deferred Amount: With respect to the Class I-A-PO

Certificates and any Distribution Date through the Cross-over Date, the sum of

(1) the Class I-A-PO Percentage of the principal portion of Non-Excess Losses on

a Discount Mortgage Loan in Pool I allocated to the Class I-A-PO Certificates on

such date, and (2) all amounts previously allocated to the Class I-A-PO

Certificates in respect of such losses and not distributed to the Class I-A-PO

Certificates on prior Distribution Dates.

Class I-A-PO Percentage: (a) With respect to any Discount Mortgage Loan in

Pool I, the fraction, expressed as a percentage, equal to (5.50% - Adjusted Net

Mortgage Rate) divided by 5.50%, and (b) with respect to any Non-Discount

Mortgage Loan in Pool I, 0%.

Class II-A-PO Deferred Amount: With respect to the Class II-A-PO

Certificates and any Distribution Date through the Cross-over Date, the sum of

(1) the Class II-A-PO Percentage of the principal portion of Non-Excess Losses

on a Discount Mortgage Loan in Pool II allocated to the Class II-A-PO

<PAGE>

Certificates on such date, and (2) all amounts previously allocated to the Class

II-A-PO Certificates in respect of such losses and not distributed to the Class

II-A-PO Certificates on prior Distribution Dates.

Class II-A-PO Percentage: (a) With respect to any Discount Mortgage Loan

in Pool II, the fraction, expressed as a percentage, equal to (5.00% - Adjusted

Net Mortgage Rate) divided by 5.00%, and (b) with respect to any Non-Discount

Mortgage Loan in Pool II, 0%.

Class PO Certificates: The Class I-A-PO and Class II-A-PO Certificates.

Class PO Deferred Amount: (a) With respect to the Class I-A-PO

Certificates, the Class I-A-PO Deferred Amount; and (b) with respect to the

Class II-A-PO Certificates, the Class II-A-PO Deferred Amount.

Class PO Deferred Payment Writedown Amount: For any Distribution Date and

any class of Class PO Certificates, the amount, if any, distributed on such date

in respect of the related Class PO Deferred Amount pursuant to Section

4.2(a)(iv) herein. The Subordinated Certificate Writedown Amount and the Class

PO Deferred Payment Writedown Amount will be allocated to the Classes of

Subordinated Certificates in inverse order of priority, until the Class

Certificate Balance of each such Class has been reduced to zero.

Class PO Principal Distribution Amount: With respect to each Distribution

Date and any class of Class PO Certificates, an amount equal to the sum of:

(1) the applicable PO Percentage of all Scheduled Payments of

principal due on each Mortgage Loan in the related Mortgage Pool on the

first day of the month in which the Distribution Date occurs, as specified

in the amortization schedule at the time applicable thereto, after

adjustment for previous principal prepayments and the principal portion of

Debt Service Reductions after the Bankruptcy Loss Coverage Amount has been

reduced to zero, but before any adjustment to such amortization schedule

by reason of any other bankruptcy or similar proceeding or any moratorium

or similar waiver or grace period;

(2) the applicable PO Percentage of the Stated Principal Balance of

each Mortgage Loan in the related Mortgage Pool which was the subject of a

Principal Prepayment in Full received by the Master Servicer during the

related Prepayment Period;

<PAGE>

(3) the applicable PO Percentage of the sum of (i) all partial

Principal Prepayments for each Mortgage Loan in the related Mortgage Pool

received by the Master Servicer during the related Prepayment Period and

(ii) all Unanticipated Recoveries in respect of each Mortgage Loan in the

related Mortgage Pool received during the calendar month preceding such

Distribution Date;

(4) the applicable PO Percentage of the sum of (a) the Liquidation

Proceeds allocable to principal on each Mortgage Loan in the related

Mortgage Pool which became a Liquidated Mortgage Loan during the related

Prepayment Period, other than Mortgage Loans described in clause (b), and

(b) the principal balance of each Mortgage Loan in the related Mortgage

Pool that was purchased by a private mortgage insurer during the related

Prepayment Period as an alternative to paying a claim under the related

mortgage insurance policy; and

(5) the applicable PO Percentage, of the sum of (a) the Stated

Principal Balance of each Mortgage Loan in the related Mortgage Pool which

was repurchased by the Seller in connection with such Distribution Date,

and (b) the difference, if any, between the Stated Principal Balance of a

Mortgage Loan in the related Mortgage Pool that has been replaced by the

Seller with a Substitute Mortgage Loan pursuant to this Agreement in

connection with such Distribution Date and the Stated Principal Balance of

such Substitute Mortgage Loan.

For purposes of clauses (2) and (5) above, the Stated Principal Balance of

a Mortgage Loan will be reduced by the amount of any Deficient Valuation that

occurred prior to the reduction of the Bankruptcy Loss Coverage Amount to zero.

Class Prepayment Distribution Trigger: For a Class of Subordinated

Certificates (other than the Class of Subordinated Certificates with the highest

priority of distribution), a trigger that is satisfied on any Distribution Date

on which a fraction (expressed as a percentage), the numerator of which is the

aggregate of the Class Certificate Balance of such Class and each Class

subordinate thereto, if any, and the denominator of which is the aggregate Pool

Principal Balance for both Mortgage Pools with respect to such Distribution

Date, equals or exceeds such percentage calculated as of the Closing Date.

Closing Date: September 30, 2005.

Code: The Internal Revenue Code of 1986, including any successor or

amendatory provisions.

COFI: Not applicable.

COFI Certificates: Not applicable.

Compensating Interest: As to any Distribution Date and any Principal

Prepayment in respect of a Mortgage Loan that is received during the period from

the sixteenth day of the month (or, in the case of the first Distribution Date,

from the Cut-off Date) prior to the month of such Distribution Date through the

last day of such month, an additional payment to the related Mortgage Pool made

by the Master Servicer, to the extent funds are available from the Master

<PAGE>

Servicing Fee, equal to the amount of interest at the Adjusted Net Mortgage Rate

for that Mortgage Loan from the date of the prepayment to the related Due Date;

provided that the aggregate of all such payments as to the Mortgage Loans in a

Mortgage Pool shall not exceed 0.0083% of the Pool Principal Balance of such

Mortgage Pool as of the related Determination Date, and provided further that if

a partial Principal Prepayment is applied on or after the first day of the month

following the month of receipt, no additional payment is required for such

Principal Prepayment.

Component: Not applicable.

Component Balance: Not applicable.

Component Certificates: Not applicable.

Cooperative Corporation: The entity that holds title (fee or an acceptable

leasehold estate) to the real property and improvements constituting the

Cooperative Property and which governs the Cooperative Property, which

Cooperative Corporation must qualify as a Cooperative Housing Corporation under

Section 216 of the Code.

Coop Shares: Shares issued by a Cooperative Corporation.

Cooperative Loan: Any Mortgage Loan secured by Coop Shares and a

Proprietary Lease.

Cooperative Property: The real property and improvements owned by the

Cooperative Corporation, including the allocation of individual dwelling units

to the holders of the Coop Shares of the Cooperative Corporation.

Cooperative Unit: A single family dwelling located in a Cooperative

Property.

Corporate Trust Office: The designated office of the Trustee in the State

of New York at which at any particular time its corporate trust business with

respect to this Agreement shall be administered, which office at the date of the

execution of this Agreement is located at The Bank of New York, 101 Barclay

Street, 8W, New York, New York 10286 (Attn: Corporate Trust Mortgage-Backed

Securities Group, First Horizon Asset Securities Inc. Series 2005-6), facsimile

no. (212) 815-3986, and which is the address to which notices to and

correspondence with the Trustee should be directed.

Corresponding Classes: As to any Middle REMIC Interest identified in

Section 2.7, the Class or Classes that are identified in Section 2.7 as

corresponding to such Middle REMIC interest.

Corresponding Classes of Middle REMIC Interests: As to any Lower REMIC

Interest identified in Section 2.7, the Middle REMIC Interest or Middle REMIC

Interests that are identified in Section 2.7 corresponding to such Lower REMIC

Interest.

Cross-over Date: The Distribution Date on which the Class Certificate

Balance of each Class of Subordinated Certificates has been reduced to zero.

<PAGE>

Custodial Agreement: The Custodial Agreement dated as of September 30,

2005 by and among the Trustee, the Master Servicer and the Custodian.

Custodian: First Tennessee Bank National Association, a national

banking association, and its successors and assigns, as custodian under the

Custodial Agreement.

Cut-off Date: September 1, 2005.

Cut-off Date Pool Principal Balance: With respect to Pool I,

$224,138,376.83, and with respect to Pool II, $23,016,096.51.

Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated

Principal Balance thereof as of the close of business on the Cut-off Date.

Debt Service Reduction: With respect to any Mortgage Loan, a reduction by

a court of competent jurisdiction in a proceeding under the Bankruptcy Code in

the Scheduled Payment for such Mortgage Loan which became final and

non-appealable, except such a reduction resulting from a Deficient Valuation or

any reduction that results in a permanent forgiveness of principal.

Deceased Holder: With respect to a Holder of any Insured Retail

Certificate, as defined in Section 4.8(b).

Defective Mortgage Loan: Any Mortgage Loan which is required to be

repurchased pursuant to Section 2.2 or 2.3.

Deficient Valuation: With respect to any Mortgage Loan, a valuation by a

court of competent jurisdiction of the Mortgaged Property in an amount less than

the then-outstanding indebtedness under the Mortgage Loan, or any reduction in

the amount of principal to be paid in connection with any Scheduled Payment that

results in a permanent forgiveness of principal, which valuation or reduction

results from an order of such court which is final and non-appealable in a

proceeding under the Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a Physical

Certificate and any Certificate issued in lieu of a Book-Entry Certificate

pursuant to Section 5.2(e).

Delay Certificates: As specified in the Preliminary Statement.

Delay Delivery Mortgage Loans: The Mortgage Loans for which all or a

portion of a related Mortgage File is not delivered to the Trustee on the

Closing Date. The number of Delay Delivery Mortgage Loans shall not exceed 25%

of the aggregate number of Mortgage Loans as of the Closing Date.

Deleted Mortgage Loan: As defined in Section 2.3(b) hereof.

Denomination: With respect to each Certificate, the amount set forth on

the face thereof as the "Initial Certificate Balance of this Certificate" or the

Percentage Interest appearing on the face thereof.

<PAGE>

Depositor: First Horizon Asset Securities Inc., a Delaware

corporation, or its successor in interest.

Depository: The initial Depository shall be The Depository Trust Company,

the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry

Certificates. The Depository shall at all times be a "clearing corporation" as

defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of

New York.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

Designated Mortgage Pool Rates: With respect to Pool I, 5.50%, and with

respect to Pool II, 5.00%.

Determination Date: As to any Distribution Date, the earlier of (i) the

third Business Day after the 15th day of each month, and (ii) the second

Business Day prior to the related Distribution Date.

Discount Mortgage Loan: Any Mortgage Loan in Pool I with an Adjusted Net

Mortgage Rate of less than 5.50% and any Mortgage Loan in Pool II with an

Adjusted Net Mortgage Rate of less than 5.00%.

Distribution Account: The separate Eligible Account created and maintained

by the Trustee pursuant to Section 3.5 in the name of the Trustee for the

benefit of the Certificateholders and designated "The Bank of New York, in trust

for registered Holders of First Horizon Asset Securities Inc. Mortgage

Pass-Through Certificates, Series 2005-6." Funds in the Distribution Account

shall be held in trust for the Certificateholders for the uses and purposes set

forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date, 1:30 p.m.

Central time on the Business Day immediately preceding such Distribution Date.

Distribution Date: The 25th day of each calendar month after the initial

issuance of the Certificates, or if such 25th day is not a Business Day, the

next succeeding Business Day, commencing in October 2005.

Due Date: With respect to any Distribution Date, the first day of the

month in which the related Distribution Date occurs.

Eligible Account: Any of (i) an account or accounts maintained with a

federal or state chartered depository institution or trust company the

short-term unsecured debt obligations of which (or, in the case of a depository

institution or trust company that is the principal subsidiary of a holding

company, the debt obligations of such holding company) have the highest

short-term ratings of each Rating Agency at the time any amounts are held on

deposit therein, or (ii) an account or accounts in a depository institution or

trust company in which such accounts are insured by the FDIC or the SAIF (to the

limits established by the FDIC or the SAIF, as applicable) and the uninsured

deposits in which accounts are otherwise secured such that, as evidenced by an

Opinion of Counsel delivered to the Trustee, AGC and to each Rating Agency, the

Certificateholders have a claim with respect to the funds in such account or a

perfected first priority security interest against any collateral (which shall

<PAGE>

be limited to Permitted Investments) securing such funds that is superior to

claims of any other depositors or creditors of the depository institution or

trust company in which such account is maintained, or (iii) a trust account or

accounts maintained with (a) the trust department of a federal or state

chartered depository institution or (b) a trust company, acting in its fiduciary

capacity or (iv) any other account acceptable to each Rating Agency. Eligible

Accounts may bear interest, and may include, if otherwise qualified under this

definition, accounts maintained with the Trustee.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting: With respect to any ERISA-Restricted

Certificate, a best efforts or firm commitment underwriting or private placement

that meets the requirements of the Underwriters' Exemption.

ERISA-Restricted Certificate: As specified in the Preliminary Statement.

Escrow Account: The Eligible Account or Accounts established and

maintained pursuant to Section 3.6(a) hereof.

Event of Default: As defined in Section 7.1 hereof.

Excess Loss: The amount of any (i) Fraud Loss realized after the Fraud

Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the

Special Hazard Coverage Termination Date or (iii) Deficient Valuation realized

after the Bankruptcy Coverage Termination Date.

Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,

if any, by which the sum of any Liquidation Proceeds, Insurance Proceeds and/or

Unanticipated Recoveries in respect of such Mortgage Loan received in the

calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan,

net of any amounts previously reimbursed to the Master Servicer as

Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section

3.8(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated

Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became

a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from

the Due Date as to which interest was last paid or advanced (and not reimbursed)

to Certificateholders up to the Due Date applicable to the Distribution Date

immediately following the calendar month during which such liquidation occurred.

Expense Fee Rate: As to each Mortgage Loan, the sum of the related

Master Servicing Fee Rate and the Trustee Fee Rate.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, a corporate

instrumentality of the United States created and existing under Title III of the

Emergency Home Finance Act of 1970, as amended, or any successor thereto.

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement

Act of 1989.

<PAGE>

First Horizon: First Horizon Home Loan Corporation, a Kansas corporation

and an indirect wholly owned subsidiary of First Horizon National Corporation, a

Tennessee corporation.

Fitch: Fitch Ratings and its successors and/or assigns. If Fitch is

designated as a Rating Agency in the Preliminary Statement, for purposes of

Section 11.5(b) the address for notices to Fitch shall be Fitch, Inc., One State

Street Plaza, New York, New York 10004, Attention: Residential Mortgage

Surveillance Group, or such other address as Fitch may hereafter furnish to the

Depositor and the Master Servicer.

FNMA: The Federal National Mortgage Association, a federally chartered and

privately owned corporation organized and existing under the Federal National

Mortgage Association Charter Act, or any successor thereto.

Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud Loss has

occurred.

Fraud Losses: Realized Losses on Mortgage Loans as to which a loss is

sustained by reason of a default arising from fraud, dishonesty or

misrepresentation in connection with the related Mortgage Loan, including a loss

by reason of the denial of coverage under any related Primary Insurance Policy

because of such fraud, dishonesty or misrepresentation.

Fraud Loss Coverage Amount: As of the Closing Date, $2,471,545. As of any

Distribution Date from the first anniversary of the Cut-off Date and prior to

the third anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will

equal $2,471,545 minus the aggregate amount of Fraud Losses that would have been

allocated to the Subordinated Certificates in the absence of the Loss Allocation

Limitation since the Cut-off Date. As of any Distribution Date from the third to

the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will

equal (1) the lesser of (a) the Fraud Loss Coverage Amount as of the most recent

anniversary of the Cut-off Date and (b) 0.5% of the aggregate outstanding

principal balance of all of the Mortgage Loans as of the most recent anniversary

of the Cut-off Date minus (2) the Fraud Losses that would have been allocated to

the Subordinated Certificates in the absence of the Loss Allocation Limitations

since the most recent anniversary of the Cut-off Date. As of any Distribution

Date on or after the earlier of the Cross-over Date or the fifth anniversary of

the Cut-off Date, the Fraud Loss Coverage Amount shall be zero.

Fraud Loss Coverage Termination Date: The date on which the Fraud Loss

Coverage Amount is reduced to zero.

FTBNA: First Tennessee Bank National Association, a national banking

association.

Group I Senior Certificates: As specified in the Preliminary Statement.

Group II Senior Certificates: As specified in the Preliminary

Statement.

Group Subordinate Amount: For a Mortgage Pool and any Distribution Date,

the excess of (a) the Pool Principal Balance of such Mortgage Pool for the

immediately preceding Distribution Date, over (b) the aggregate Class

Certificate Balance of the Senior Certificates of the related Certificate Group

immediately prior to that Distribution Date.

<PAGE>

Index: Not applicable.

Indirect Participant: A broker, dealer, bank or other financial

institution or other Person that clears through or maintains a custodial

relationship with a Depository Participant.

Initial Bankruptcy Coverage Amount: $100,000.

Initial Component Balance: Not applicable.

Insurance Agreement: The agreement dated September 30, 2005 by and

among AGC, the Seller, the Master Servicer, the Depositor and the Trustee.

Insurance Policy: With respect to any Mortgage Loan included in the Trust

Fund, any insurance policy, including all riders and endorsements thereto in

effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance

Policy, in each case other than any amount included in such Insurance Proceeds

in respect of Insured Expenses.

Insured Expenses: Expenses covered by an Insurance Policy or any other

insurance policy with respect to the Mortgage Loans.

Insured Retail Certificates: As specified in the Preliminary Statement.

Interest Accrual Period: With respect to each Class of Delay Certificates

and any Distribution Date, the calendar month prior to the month of such

Distribution Date. With respect to any Non-Delay Certificates and any

Distribution Date, the one month period commencing on the 25th day of the month

preceding the month in which such Distribution Date occurs and ending on the

24th day of the month in which such Distribution Date occurs.

Latest Possible Maturity Date: As to the Group I Senior Certificates, each

Class of Subordinated Certificates, each Lower REMIC Interest and each Middle

REMIC Interest, the Distribution Date following the third anniversary of the

scheduled maturity date of the Mortgage Loan in Pool I having the latest

scheduled maturity date as of the Cut-off Date. As to the Group II Senior

Certificates, the Distribution Date following the third anniversary of the

scheduled maturity date of the Mortgage Loan in Pool II having the latest

scheduled maturity date as of the Cut-off Date.

Lender PMI Mortgage Loan: Not applicable.

LIBOR Certificates: Not applicable.

Liquidated Mortgage Loan: With respect to any Distribution Date, a

defaulted Mortgage Loan (including any REO Property) which was liquidated in the

calendar month preceding the month of such Distribution Date and as to which the

Master Servicer has determined (in accordance with this Agreement) that it has

received all amounts it expects to receive in connection with the liquidation of

such Mortgage Loan, including the final disposition of an REO Property.

<PAGE>

Liquidation Proceeds: All cash amounts, other than Insurance Proceeds and

Unanticipated Recoveries, received in connection with the partial or complete

liquidation of defaulted Mortgage Loans, whether through trustee's sale,

foreclosure sale or otherwise or amounts received in connection with any

condemnation or partial release of a Mortgaged Property and any other proceeds

received in connection with an REO Property, less the sum of related

unreimbursed Master Servicing Fees, Servicing Advances and Advances.

Living Holder: Any Certificate Owner of an Insured Retail Certificate,

other than a Deceased Holder.

Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any date

of determination, the fraction (expressed as a percentage) the numerator of

which is the principal balance of the related Mortgage Loan at such date of

determination and the denominator of which is the Appraised Value of the related

Mortgaged Property.

Loss Allocation Limitation: As defined in Section 4.4(g).

Lost Mortgage Note: Any Mortgage Note, the original of which was

permanently lost or destroyed and has not been replaced.

Lower REMIC: The segregated pool of assets consisting of the Trust Fund

and the Rounding Account, but excluding the Retained Yield, the Middle REMIC

Interests, the Lower REMIC Interests, the RL Interest, the RM Interest and the

RU Interest.

Lower REMIC Interests: The REMIC regular interests, within the meaning of

the REMIC Provisions, issued by the Lower REMIC as set forth in Section 2.7.

Maintenance: With respect to any Cooperative Unit, the rent paid by the

Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

Majority in Interest: As to any Class of Regular Certificates, the Holders

of Certificates of such Class evidencing, in the aggregate, at least 51% of the

Percentage Interests evidenced by all Certificates of such Class.

Master Servicer: First Horizon Home Loan Corporation, a Kansas

corporation, and its successors and assigns, in its capacity as master servicer

hereunder.

Master Servicer Advance Date: As to any Distribution Date, 1:30 p.m.

Central time on the Business Day immediately preceding such Distribution Date.

Master Servicing Fee: As to each Mortgage Loan and any Distribution Date,

an amount payable out of each full payment of interest received on such Mortgage

Loan and equal to one-twelfth of the Master Servicing Fee Rate multiplied by the

Stated Principal Balance of such Mortgage Loan as of the Due Date in the month

of such Distribution Date (prior to giving effect to any Scheduled Payments due

on such Mortgage Loan on such Due Date), subject to reduction as provided in

Section 3.14.

Master Servicing Fee Rate: For each Mortgage Loan a per annum rate equal

to 0.244%.

<PAGE>

MERS: Mortgage Electronic Registration Systems, Inc., a corporation

organized and existing under the laws of the State of Delaware, or any

successor thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS

System.

MERS(R) System: The system of recording transfers of mortgages

electronically maintained by MERS.

Middle REMIC: The segregated pool of assets consisting of the Lower REMIC

Interests.

Middle REMIC Interests: The REMIC regular interests, within the meaning of

the REMIC Provisions, issued by the Middle REMIC as set forth in Section 2.7.

MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

MLPA: The Mortgage Loan Purchase Agreement dated as of September 30,

2005, by and between First Horizon Home Loan Corporation, as seller, and the

Depositor, as purchaser, as related to the transfer, sale and conveyance of the

Mortgage Loans.

MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,

solely as nominee for the originator of such Mortgage Loan and its successors

and assigns.

Monthly Statement: The statement delivered to the Certificateholders

pursuant to Section 4.6.

Moody's: Moody's Investors Service, Inc. and its successors and/or

assigns. If Moody's is designated as a Rating Agency in the Preliminary

Statement, for purposes of Section 11.5(b) the address for notices to Moody's

shall be Moody's Investors Service, Inc., 99 Church Street, New York, New

York 10007, Attention: Residential Pass-Through Monitoring, or such other

address as Moody's may hereafter furnish to the Depositor or the Master

Servicer.

Mortgage: The mortgage, deed of trust or other instrument creating a first

lien on an estate in fee simple or leasehold interest in real property securing

a Mortgage Note.

Mortgage File: The mortgage documents listed in Section 2.1(b) hereof

pertaining to a particular Mortgage Loan and any additional documents delivered

to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time

amended by the Master Servicer to reflect the addition of Substitute Mortgage

Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of

this Agreement) transferred to the Trustee as part of the Trust Fund and from

time to time subject to this Agreement, attached hereto as Schedule I, setting

forth the following information with respect to each Mortgage Loan:

(1) the loan number;

(2) the Mortgagor's name and the street address of the Mortgaged

Property, including the zip code;

<PAGE>

(3) the maturity date;

(4) the original principal balance;

(5) the Cut-off Date Principal Balance;

(6) the first payment date of the Mortgage Loan;

(7) the Scheduled Payment in effect as of the Cut-off Date;

(8) the Loan-to-Value Ratio at origination;

(9) a code indicating whether the residential dwelling at the time

of origination was represented to be owner-occupied;

(10) a code indicating whether the residential dwelling is either

(a) a detached single family dwelling (b) a dwelling in a de

minimis PUD, (c) a condominium unit or PUD (other than a de

minimis PUD), (d) a two-to-four unit residential property or

(e) a Cooperative Unit;

(11) the Mortgage Rate;

(12) the purpose for the Mortgage Loan;

(13) the type of documentation program pursuant to which the

Mortgage Loan was originated;

(14) the Master Servicing Fee for the Mortgage Loan; and

(15) a code indicating whether the Mortgage Loan is a MERS Mortgage

Loan.

Such schedule shall also set forth the total of the amounts described

under (4) and (5) above for all of the Mortgage Loans.

Mortgage Loans: Such of the mortgage loans transferred and assigned to the

Trustee pursuant to the provisions hereof as from time to time are held as a

part of the Trust Fund (including any REO Property), the mortgage loans so held

being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or

other acquisition of title of the related Mortgaged Property.

Mortgage Note: The original executed note or other evidence of

indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Pool: Any of Pool I or Pool II.

<PAGE>

Mortgage Rate: The annual rate of interest borne by a Mortgage Note from

time to time, net of any insurance premium charged by the mortgagee to obtain or

maintain any Primary Insurance Policy.

Mortgaged Property: The underlying property securing a Mortgage Loan,

which, with respect to a Cooperative Loan, is the related Coop Shares and

Proprietary Lease.

Mortgagor: The obligor(s) on a Mortgage Note.

NAS Certificates: As specified in the Preliminary Statement.

NAS Distribution Percentage: 0% through the Distribution Date in September

2010; 30% of the applicable NAS Percentage thereafter through the Distribution

Date in September 2011; 40% of the applicable NAS Percentage thereafter through

the Distribution Date in September 2012; 60% of the applicable NAS Percentage

thereafter through the Distribution Date in September 2013; 80% of the

applicable NAS Percentage thereafter through the Distribution Date in September

2014; and 100% of the applicable NAS Percentage thereafter.

NAS Percentage: 0% through the Distribution Date in September 2010, and

for any Distribution Date thereafter, the percentage (carried to six places

rounded up) obtained by dividing (1) the Class Certificate Balance of the NAS

Certificates immediately preceding such Distribution Date by (2) the aggregate

Class Certificate Balances of all the Classes of Senior Certificates in Pool I

(other than the Notional Amount Certificates and the Class I-A-PO Certificates)

immediately preceding such Distribution Date.

NAS Principal Distribution Amount: For any Distribution Date, the sum

of:

(a) the total of the amounts described in clause (1) of the definition of

Senior Optimal Principal Amount for Pool I for such date multiplied by the NAS

Percentage for such date; and

(b) the total of the amounts described in clauses (2), (3), (4) and (5) of

the definition of Senior Optimal Principal Amount for Pool I for such date

multiplied by the NAS Distribution Percentage for such date.

Net Interest Shortfall: For any Distribution Date and each Mortgage Pool,

the sum of (a) the amount of interest which would otherwise have been received

for any Mortgage Loan in such Mortgage Pool that was the subject of (x) a Relief

Act Reduction or (y) a Special Hazard Loss, Fraud Loss, or Deficient Valuation,

after the exhaustion of the respective amounts of coverage for those types of

losses provided by the Subordinated Certificates; and (b) any Net Prepayment

Interest Shortfalls in respect of such Mortgage Pool.

Net Prepayment Interest Shortfalls: As to any Distribution Date and each

Mortgage Pool, the amount by which the aggregate of Prepayment Interest

Shortfalls in respect of the Mortgage Loans in such Mortgage Pool during the

related Prepayment Period exceeds an amount equal to the Compensating Interest

paid in respect of such Mortgage Loans, if any, for such Distribution Date.

<PAGE>

Non-Class I-A-PO Percentage: (a) With respect to a Discount Mortgage Loan

in Pool I, the fraction, expressed as a percentage, equal to the Adjusted Net

Mortgage Rate divided by 5.50%, and (b) with respect to each Non-Discount

Mortgage Loan in Pool I, 100%.

Non-Class II-A-PO Percentage: (a) With respect to a Discount Mortgage Loan

in Pool II, the fraction, expressed as a percentage, equal to the Adjusted Net

Mortgage Rate divided by 5.00%, and (b) with respect to each Non-Discount

Mortgage Loan in Pool II, 100%.

Non-Delay Certificates: As specified in the Preliminary Statement.

Non-Discount Mortgage Loan: Any Mortgage Loan in Pool I with an Adjusted

Net Mortgage Rate that is equal to or greater than 5.50% per annum and any

Mortgage Loan in Pool II with an Adjusted Net Mortgage Rate that is equal to or

greater than 5.00% per annum.

Non-Excess Loss: Any Realized Loss other than an Excess Loss.

Non-PO Percentage: (a) With respect to Pool I, the Non-Class I-A-PO

Percentage, and (b) with respect to Pool II, the Non-Class II-A-PO Percentage.

Nonrecoverable Advance: Any portion of an Advance previously made or

proposed to be made by the Master Servicer that, in the good faith judgment of

the Master Servicer, will not be ultimately recoverable by the Master Servicer

from the related Mortgagor, related Liquidation Proceeds or otherwise.

Notice of Final Distribution: The notice to be provided pursuant to

Section 9.2 to the effect that final distribution on any of the Certificates

shall be made only upon presentation and surrender thereof.

Notional Amount: As specified in the Preliminary Statement.

Notional Amount Component: Not applicable.

Notional Amount Certificates: As specified in the Preliminary

Statement.

Offered Certificates: As specified in the Preliminary Statement.

Officer's Certificate: A Certificate (i) signed by the Chairman of the

Board, the Vice Chairman of the Board, the President, a Managing Director, a

Vice President (however denominated), an Assistant Vice President, the

Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant

Secretaries of the Depositor or the Master Servicer, or (ii), if provided for in

this Agreement, signed by a Servicing Officer, as the case may be, and delivered

to the Depositor, AGC and the Trustee, as the case may be, as required by this

Agreement.

Opinion of Counsel: A written opinion of counsel, who may be counsel for

the Depositor or the Master Servicer, including, in-house counsel, reasonably

acceptable to the Trustee; provided, however, that with respect to the

interpretation or application of the REMIC Provisions, such counsel must (i) in

fact be independent of the Depositor and the Master Servicer, (ii) not have any

direct financial interest in the Depositor or the Master Servicer or in any

affiliate of either, and (iii) not be connected with the Depositor or the Master

<PAGE>

Servicer as an officer, employee, promoter, underwriter, trustee, partner,

director or person performing similar functions.

Optional Termination: The termination of the trust created hereunder in

connection with the purchase of the Mortgage Loans pursuant to Section 9.1(a)

hereof.

Original Group Subordinate Amount: With respect to a Mortgage Pool, the

related Group Subordinate Amount as of the Closing Date.

Original Mortgage Loan: The Mortgage Loan refinanced in connection with

the origination of a Refinancing Mortgage Loan.

OTS: The Office of Thrift Supervision.

Outside Reference Date: Not applicable.

Outstanding: With respect to the Certificates as of any date of

determination, all Certificates theretofore executed and authenticated under

this Agreement except:

(a) Certificates theretofore canceled by the Trustee or delivered to the

Trustee for cancellation; and

(b) Certificates in exchange for which or in lieu of which other

Certificates have been executed and delivered by the Trustee

pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a

Stated Principal Balance greater than zero which was not the subject of a

Principal Prepayment in Full prior to such Due Date and which did not become a

Liquidated Mortgage Loan prior to such Due Date.

Ownership Interest: As to any Residual Certificate, any ownership interest

in such Certificate including any interest in such Certificate as the Holder

thereof and any other interest therein, whether direct or indirect, legal or

beneficial.

Pass-Through Rate: For any interest bearing Class of Certificates, the per

annum rate set forth or calculated in the manner described in the Preliminary

Statement.

Percentage Interest: As to any Certificate, the percentage interest

evidenced thereby in distributions required to be made on the related Class,

such percentage interest being set forth on the face thereof or equal to the

percentage obtained by dividing the Denomination of such Certificate by the

aggregate of the Denominations of all Certificates of the same Class.

Permitted Investments: At any time, any one or more of the following

obligations and securities:

(i) obligations of the United States or any agency thereof,

provided such obligations are backed by the full faith and

credit of the United States;

<PAGE>

(ii) general obligations of or obligations guaranteed by any state

of the United States or the District of Columbia receiving the

highest long-term debt rating of each Rating Agency;

(iii) commercial or finance company paper which is then receiving

the highest commercial or finance company paper rating of each

Rating Agency;

(iv) certificates of deposit, demand or time deposits, or bankers'

acceptances issued by any depository institution or trust

company incorporated under the laws of the United States or of

any state thereof and subject to supervision and examination

by federal and/or state banking authorities, provided that the

commercial paper and/or long term unsecured debt obligations

of such depository institution or trust company (or in the

case of the principal depository institution in a holding

company system, the commercial paper or long-term unsecured

debt obligations of such holding company, but only if Moody's

is not a Rating Agency) are then rated one of the two highest

long-term and/or the highest short-term ratings of each Rating

Agency for such securities;

(v) demand or time deposits or certificates of deposit issued by

any bank or trust company or savings institution to the extent

that such deposits are fully insured by the FDIC and receiving

the highest short-term debt rating of each Rating Agency;

(vi) guaranteed reinvestment agreements issued by any bank,

insurance company or other corporation and receiving the

highest short-term debt rating of each Rating Agency and

containing, at the time of the issuance of such agreements,

such terms and conditions as will not result in the

downgrading or withdrawal of the rating then assigned to the

Certificates by either Rating Agency (determined without

regard to the AGC Policy);

(vii) repurchase obligations with respect to any security described

in clauses (i) and (ii) above, in either case entered into

with a depository institution or trust company (acting as

principal) described in clause (iv) above;

(viii) securities (other than stripped bonds, stripped coupons or

instruments sold at a purchase price in excess of 115% of the

face amount thereof) bearing interest or sold at a discount

issued by any corporation incorporated under the laws of the

United States or any state thereof which, at the time of such

investment, have one of the two highest ratings of each Rating

Agency (except if the Rating Agency is Moody's or S&P, such

rating shall be the highest commercial paper rating of Moody's

or S&P, as applicable, for any such securities);

(ix) units of a taxable money-market portfolio having the highest

rating assigned by each Rating Agency (except if Fitch is a

Rating Agency and has not rated the portfolio, the highest

rating assigned by Moody's) and restricted to obligations

issued or guaranteed by the United States of America or

entities whose obligations are backed by the full faith and

credit of the United States of America and repurchase

agreements collateralized by such obligations; and

<PAGE>

(x) such other investments bearing interest or sold at a discount

acceptable to each Rating Agency as will not result in the

downgrading or withdrawal of the rating then assigned to the

Certificates by either Rating Agency, as evidenced by a signed

writing delivered by each Rating Agency (determined without

regard to the AGC Policy);

provided that no such instrument shall be a Permitted Investment if such

instrument evidences the right to receive interest only payments with respect to

the obligations underlying such instrument.

Permitted Transferee: Any person other than (i) the United States, any

State or political subdivision thereof, or any agency or instrumentality of any

of the foregoing, (ii) a foreign government, International Organization or any

agency or instrumentality of either of the foregoing, (iii) an organization

(except certain farmers' cooperatives described in section 521 of the Code)

which is exempt from tax imposed by Chapter 1 of the Code (including the tax

imposed by section 511 of the Code on unrelated business taxable income) on any

excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to

any Residual Certificate, (iv) rural electric and telephone cooperatives

described in section 1381(a)(2)(C) of the Code, (v) an "electing large

partnership" as defined in section 775 of the Code, (vi) a Person that is not

(a) a citizen or resident of the United States, (b) a corporation, partnership,

or other entity created or organized in or under the laws of the United States,

any state thereof or the District of Columbia, (c) an estate whose income from

sources without the United States is includible in gross income for United

States federal income tax purposes regardless of its connection with the conduct

of a trade or business within the United States or (d) a trust if a court within

the United States is able to exercise primary supervision over the

administration of the trust and one or more United States persons have the

authority to control all substantial decisions of the trust, unless such Person

has furnished the transferor and the Trustee with a duly completed Internal

Revenue Service Form W-8ECI or any applicable successor form, and (vii) any

other Person so designated by the Depositor based upon an Opinion of Counsel

that the Transfer of an Ownership Interest in a Residual Certificate to such

Person may cause any REMIC created hereunder to fail to qualify as a REMIC at

any time that the Certificates are outstanding; provided, however, that if a

person is classified as a partnership under the Code, such person shall only be

a Permitted Transferee if all of its beneficial owners are described in

subclauses (a), (b), (c) or (d) of clause (vi) and the governing documents of

such person prohibits a transfer of any interest in such person to any person

described in clause (vi). The terms "United States," "State" and "International

Organization" shall have the meanings set forth in section 7701 of the Code or

successor provisions. A corporation will not be treated as an instrumentality of

the United States or of any State or political subdivision thereof for these

purposes if all of its activities are subject to tax and, with the exception of

the Federal Home Loan Mortgage Corporation, a majority of its board of directors

is not selected by such government unit.

Person: Any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization or

government, or any agency or political subdivision thereof.

<PAGE>

Physical Certificates: As specified in the Preliminary Statement.

Planned Principal Classes: Not applicable.

PO Percentage: (a) With respect to Pool I, the Class I-A-PO Percentage,

and (b) with respect to Pool II, the Class II-A-PO Percentage.

Pool I: The aggregate of the Mortgage Loans identified on the Mortgage

Loan Schedule as being included in Pool I.

Pool II: The aggregate of the Mortgage Loans identified on the Mortgage

Loan Schedule as being included in Pool II.

Pool Principal Balance: For each Mortgage Pool, with respect to any

Distribution Date, the aggregate of the Stated Principal Balances of the

Mortgage Loans in such Mortgage Pool which were Outstanding Mortgage Loans on

the Due Date in the month preceding the month of such Distribution Date, and for

the first Distribution Date, as of the Closing Date, less any Principal

Prepayments received on or after such Due Date and distributed to

Certificateholders on the prior Distribution Date.

Prepayment Interest Excess: As to any Principal Prepayment received by the

Master Servicer from the first day through the fifteenth day of any calendar

month (other than the calendar month in which the Cut-off Date occurs), all

amounts paid by the related Mortgagor in respect of interest on such Principal

Prepayment. All Prepayment Interest Excess shall be paid to the Master Servicer

as additional master servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan

and Principal Prepayment received (a) during the period from the sixteenth day

of the month preceding the month of such Distribution Date (or, in the case of

the first Distribution Date, from the Cut-off Date) through the last day of such

month, in the case of a Principal Prepayment in Full, or (b) during the month

preceding the month of such Distribution Date, in the case of a partial

Principal Prepayment, the amount, if any, by which one month's interest at the

related Adjusted Mortgage Rate on such Principal Prepayment exceeds the amount

of interest actually paid by the Mortgagor in connection with such Principal

Prepayment.

Prepayment Period: (a) With respect to any Principal Prepayments in Full

and any Distribution Date, the period from the sixteenth day of the month

preceding the month of such Distribution Date (or, in the case of the first

Distribution Date, from the Cut-off Date) through the fifteenth day of the month

of such Distribution Date, and (b) with respect to any other Principal

Prepayments and any Distribution Date, the month preceding the month of such

Distribution Date.

Primary Insurance Policy: Each policy of primary mortgage guaranty

insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Distribution Request: Any request for a distribution in

reduction of the Certificate Principal Balance of any Insured Retail Certificate

submitted in writing to a Depository Participant or Indirect Participant (or, if

such Insured Retail Certificate is no longer represented by a Book-Entry

Certificate, to the Trustee) by the Holder of such Insured Retail Certificate

pursuant to Section 4.8(b) or 4.8(f), as applicable.

<PAGE>

Principal Only Certificates: As specified in the Preliminary Statement.

Principal Prepayment: Any payment of principal by a Mortgagor on a

Mortgage Loan that is received in advance of its scheduled Due Date and is not

accompanied by an amount representing scheduled interest due on any date or

dates in any month or months subsequent to the month of prepayment. Partial

Principal Prepayments shall be applied by the Master Servicer in accordance with

the terms of the related Mortgage Note.

Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor

of the entire principal balance of a Mortgage Loan.

Private Certificates: As specified in the Preliminary Statement.

Proprietary Lease: With respect to any Cooperative Unit, a lease or

occupancy agreement between a Cooperative Corporation and a holder of related

Coop Shares.

PUD: Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan required to be purchased

by the Seller pursuant to Section 2.2 or 2.3 hereof or purchased at the option

of the Master Servicer pursuant to Section 3.11, an amount equal to the sum of

(i) 100% of the unpaid principal balance of the Mortgage Loan on the date of

such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate (or

at the applicable Adjusted Mortgage Rate if the purchaser is the Master

Servicer) from the date through which interest was last paid by the Mortgagor to

the Due Date in the month in which the Purchase Price is to be distributed to

Certificateholders, and (iii) any costs and damages incurred by the Trust in

connection with the noncompliance of such Mortgage Loan with any specifically

applicable predatory or abusive lending law.

Qualified Insurer: A mortgage guaranty insurance company duly qualified as

such under the laws of the state of its principal place of business and each

state having jurisdiction over such insurer in connection with the insurance

policy issued by such insurer, duly authorized and licensed in such states to

transact a mortgage guaranty insurance business in such states and to write the

insurance provided by the insurance policy issued by it, approved as a

FNMA-approved mortgage insurer and having a claims paying ability rating of at

least "AA" or equivalent rating by a nationally recognized statistical rating

organization. Any replacement insurer with respect to a Mortgage Loan must have

at least as high a claims paying ability rating as the insurer it replaces had

on the Closing Date.

Random Lot: With respect to any Distribution Date, the method by which the

Depository will determine which Insured Retail Certificates will be paid, using

its established random lot procedures or, if the Insured Retail Certificates are

no longer represented by a Book-Entry Certificate, using the Trustee's

procedures.

Rating Agency: Each of the Rating Agencies specified in the Preliminary

Statement. If any such organization or a successor is no longer in existence,

"Rating Agency" shall be such nationally recognized statistical rating

organization, or other comparable Person, as is designated by the Depositor,

notice of which designation shall be given to the Trustee. References herein to

a given rating category of a Rating Agency shall mean such rating category

without giving effect to any modifiers.

<PAGE>

Realized Loss: With respect to each Liquidated Mortgage Loan, an amount

(not less than zero or more than the Stated Principal Balance of the Mortgage

Loan) as of the date of such liquidation, equal to (i) the Stated Principal

Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus

(ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which

interest was last paid or advanced (and not reimbursed) to Certificateholders up

to the Due Date in the month in which Liquidation Proceeds are required to be

distributed on the Stated Principal Balance of such Liquidated Mortgage Loan

from time to time, minus (iii) any Liquidation Proceeds, Insurance Proceeds

and/or Unanticipated Recoveries received during the month in which such

liquidation occurred (or during the calendar month preceding the related

Distribution Date, as applicable), to the extent applied as recoveries of

interest at the Adjusted Net Mortgage Rate and to principal of the Liquidated

Mortgage Loan. With respect to each Mortgage Loan, other than a Liquidated

Mortgage Loan, which has become the subject of a Deficient Valuation, if the

principal amount due under the related Mortgage Note has been reduced, the

difference between the principal balance of the Mortgage Loan outstanding

immediately prior to such Deficient Valuation and the principal balance of the

Mortgage Loan as reduced by the Deficient Valuation.

Recognition Agreement: With respect to any Cooperative Loan, an agreement

between the Cooperative Corporation and the originator of such Mortgage Loan

which establishes the rights of such originator in the Cooperative Property.

Record Date: With respect to any Distribution Date, the close of business

on the last Business Day of the month preceding the month in which such

Distribution Date occurs.

Reference Bank: A leading bank with an established place of business in

London engaged in transactions in Eurodollar deposits in the international

Eurocurrency market, not controlled by, or under the common control with, the

Trustee.

Refinancing Mortgage Loan: Any Mortgage Loan originated in connection with

the refinancing of an existing mortgage loan.

Regular Certificates: As specified in the Preliminary Statement.

Relief Act: The Servicemembers Civil Relief Act or any similar state

or local legislation or regulations.

Relief Act Reductions: With respect to any Distribution Date and any

Mortgage Loan as to which there has been a reduction in the amount of interest

collectible thereon for the most recently ended calendar month as a result of

the application of the Relief Act, the amount, if any, by which interest

collectible on such Mortgage Loan for the most recently ended calendar month is

less than interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC: A "real estate mortgage investment conduit" within the meaning of

section 860D of the Code.

<PAGE>

REMIC Change of Law: Any proposed, temporary or final regulation, revenue

ruling, revenue procedure or other official announcement or interpretation

relating to REMICs and the REMIC Provisions issued after the Closing Date.

REMIC Pool: Either of the Lower REMIC, Middle REMIC or Upper REMIC.

REMIC Provisions: Provisions of the federal income tax law relating to

real estate mortgage investment conduits, which appear at sections 860A through

860G of Subchapter M of Chapter 1 of the Code, and related provisions, and

regulations promulgated thereunder, as the foregoing may be in effect from time

to time as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired by the Trust Fund through

foreclosure or deed-in-lieu of foreclosure in connection with a defaulted

Mortgage Loan.

Request for Release: The Request for Release submitted by the Master

Servicer to the Trustee, substantially in the form of Exhibits L and M, as

appropriate.

Required Coupon: With respect to Pool I, 5.75% per annum, and with respect

to Pool II, 5.25% per annum.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy that is required to be maintained from time to time under this

Agreement.

Required Recordation States: The states of Florida, Maryland and

Mississippi.

Reserve Fund: A fund established at the time of the issuance of the

Certificates solely for the benefit of the Class I-A-3 Certificates by an

initial deposit into the Reserve Fund of $20,000 by UBS Securities LLC.

Reserve Fund Deposit: $20,000.

Reserve Fund Withdrawal: As defined in Section 4.7.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee, any Vice

President, any Assistant Vice President, the Secretary, any Assistant Secretary,

any Trust Officer or any other officer of the Trustee customarily performing

functions similar to those performed by any of the above designated officers and

having direct responsibility for the administration of this Agreement and also

to whom, with respect to a particular matter, such matter is referred because of

such officer's knowledge of and familiarity with the particular subject.

Retained Yield: As to each Mortgage Loan and any Distribution Date, an

amount payable to First Horizon Home Loan Corporation out of each full payment

of interest received on such Mortgage Loan and equal to one-twelfth of the

Retained Yield Rate multiplied by the Stated Principal Balance of such Mortgage

Loan as of the Due Date in the month of such Distribution Date (prior to giving

effect to any Scheduled Payments due on such Mortgage Loan on such Due Date).

<PAGE>

Retained Yield Rate: For any Non-Discount Mortgage Loan, a per annum rate

equal to the excess of (a) the applicable Mortgage Rate over (b) the Required

Coupon. For any Discount Mortgage Loan, 0%.

RL Interest: The REMIC residual interest, within the meaning of the REMIC

Provisions, issued by the Lower REMIC, which shall be represented by the Class

I-A-R Certificate.

RM Interest: The REMIC residual interest, within the meaning of the REMIC

Provisions, issued by the Middle REMIC, which shall be represented by the Class

I-A-R Certificate.

RU Interest: The REMIC residual interest, within the meaning of the REMIC

Provisions, issued by the Upper REMIC, which shall be represented by the Class

I-A-R Certificate.

Scheduled Balances: Not applicable.

Scheduled Certificates: Not applicable.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on

any Due Date allocable to principal and/or interest on such Mortgage Loan which,

unless otherwise specified herein, shall give effect to any related Debt Service

Reduction and any Deficient Valuation that affects the amount of the monthly

payment due on such Mortgage Loan.

Securities Act: The Securities Act of 1933, as amended.

Security Agreement: The security agreement with respect to a Cooperative

Loan.

Seller: First Horizon Home Loan Corporation, a Kansas corporation, and its

successors and assigns, in its capacity as seller of the Mortgage Loans pursuant

to the MLPA.

Senior Certificates: As specified in the Preliminary Statement.

Senior Final Distribution Date: For each Certificate Group, the

Distribution Date on which the Class Certificate Balance of each Class of

related Senior Certificates has been reduced to zero.

Senior Mezzanine Certificates: As specified in the Preliminary Statement.

Senior Optimal Principal Amount: As to a Mortgage Pool and with respect to

each Distribution Date, an amount equal to the sum of:

(1) the related Senior Percentage of the applicable Non-PO

Percentage of all Scheduled Payments of principal due on each Mortgage Loan in

such Mortgage Pool on the first day of the month in which the Distribution Date

occurs, as specified in the amortization schedule at the time applicable thereto

after adjustment for previous principal prepayments and the principal portion of

Debt Service Reductions after the Bankruptcy Loss Coverage Amount has been

reduced to zero, but before any adjustment to such amortization schedule by

reason of any other bankruptcy or similar proceeding or any moratorium or

similar waiver or grace period;

<PAGE>

(2) the related Senior Prepayment Percentage of the applicable

Non-PO Percentage of the Stated Principal Balance of each Mortgage Loan in such

Mortgage Pool which was the subject of a Principal Prepayment in Full received

by the Master Servicer during the applicable Prepayment Period;

(3) the related Senior Prepayment Percentage of the applicable

Non-PO Percentage of (a) all partial Principal Prepayments in respect of each

Mortgage Loan in such Mortgage Pool received during the applicable Prepayment

Period and (b) all Unanticipated Recoveries in respect of each Mortgage Loan in

such Mortgage Pool received during the calendar month preceding such

Distribution Date;

(4) the lesser of:

(a) the related Senior Prepayment Percentage of the sum of (x) the

applicable Non-PO Percentage of the Liquidation Proceeds

allocable to principal on each Mortgage Loan in such Mortgage

Pool which became a Liquidated Mortgage Loan during the

related Prepayment Period, other than Mortgage Loans described

in clause (y), and (y) the applicable Non-PO Percentage of the

principal balance of each Mortgage Loan in such Mortgage Pool

that was purchased by a private mortgage insurer during the

related Prepayment Period as an alternative to paying a claim

under the related Insurance Policy; and

(b) (i) the related Senior Percentage of the sum of (x) the

applicable Non-PO Percentage of the Stated Principal Balance

of each Mortgage Loan in such Mortgage Pool which became a

Liquidated Mortgage Loan during the related Prepayment Period,

other than Mortgage Loans described in clause (y), and (y) the

applicable Non-PO Percentage of the Stated Principal Balance

of each Mortgage Loan in such Mortgage Pool that was purchased

by a private mortgage insurer during the related Prepayment

Period as an alternative to paying a claim under the related

Insurance Policy minus (ii) the applicable Non-PO Percentage

of the related Senior Percentage of the principal portion of

the related Senior Percentage of the principal portion of

Excess Losses (other than Debt Service Reductions) for such

Mortgage Pool during the related Prepayment Period; and

(5) the related Senior Prepayment Percentage of the sum of (a) the

applicable Non-PO Percentage of the Stated Principal Balance of each Mortgage

Loan in such Mortgage Pool which was repurchased by the seller in connection

with such Distribution Date and (b) the difference, if any, between the

applicable Non-PO Percentage of the Stated Principal Balance of each Mortgage

Loan in such Mortgage Pool that has been replaced by the seller with a

Substitute Mortgage Loan pursuant to this Agreement in connection with such

Distribution Date and the Stated Principal Balance of such Substitute Mortgage

Loan.

Senior Percentage: On any Distribution Date for a Certificate Group, the

lesser of 100% and the percentage (carried to six places rounded up) obtained by

dividing the aggregate Class Certificate Balances of all Classes of Senior

Certificates of such Certificate Group (other than the Notional Amount

Certificates and the Class PO Certificates) immediately preceding such

<PAGE>

Distribution Date by the Pool Principal Balance of the related Mortgage Pool

(excluding the aggregate of the applicable PO Percentage of the principal

balance of each Discount Mortgage Loan in the related Mortgage Pool included

therein) for the immediately preceding Distribution Date.

Senior Prepayment Percentage: On any Distribution Date occurring during

the periods set forth below, and as to each Certificate Group, the Senior

Prepayment Percentages, described below:

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

Period (Dates Inclusive) Senior Prepayment Percentage

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

October 2005 - September 100%

2010

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

October 2010 - September the related Senior Percentage plus 70% of

2011 the related Subordinated Percentage

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

October 2011 - September the related Senior Percentage plus 60% of

2012 the related Subordinated Percentage

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

October 2012 - September the related Senior Percentage plus 40% of

2013 the related Subordinated Percentage

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

October 2013 - September the related Senior Percentage plus 20% of

2014 the related Subordinated Percentage

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

October 2014 and thereafter the related Senior Percentage

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

Notwithstanding the foregoing, if the Senior Percentage for a Certificate

Group on any Distribution Date exceeds the initial Senior Percentage for that

Certificate Group, the Senior Prepayment Percentage for each Certificate Group

for that Distribution Date will equal 100%.

In addition, no reduction of the Senior Prepayment Percentage for any

Certificate Group below the level in effect for the most recent prior period

specified in the table above shall be effective on any Distribution Date unless

both of the following step down conditions are satisfied with respect to each

Mortgage Pool, as of the last day of the month preceding such Distribution Date:

(1) the aggregate Stated Principal Balance of Mortgage Loans in a

Mortgage Pool delinquent 60 days or more (including for this purpose any

Mortgage Loans in foreclosure or subject to bankruptcy proceedings and Mortgage

Loans with respect to which the related Mortgaged Property, including REO

Property, has been acquired by the Trust) does not exceed 50% of the related

Group Subordinate Amount as of such date; and

(2) cumulative Realized Losses in each Mortgage Pool do not exceed:

(a) 30% of the related Original Group Subordinate Amount if

such Distribution Date occurs between and including

October 2010 and September 2011;

<PAGE>

(b) 35% of the related Original Group Subordinate Amount if

such Distribution Date occurs between and including

October 2011 and September 2012;

such Distribution Date occurs between and including

October 2012 and September 2013;

(d) 45% of the related Original Group Subordinate Amount if

such Distribution Date occurs between and including

October 2013 and September 2014; and

(e) 50% of the related Original Group Subordinate Amount if

such Distribution Date occurs during or after October

2014.

Servicing Advances: All customary, reasonable and necessary "out of

pocket" costs and expenses incurred in the performance by the Master Servicer of

its servicing obligations, including, but not limited to, the cost of (i) the

preservation, restoration and protection of a Mortgaged Property, (ii) any

expenses reimbursable to the Master Servicer pursuant to Section 3.11 and any

enforcement or judicial proceedings, including foreclosures, (iii) the

management and liquidation of any REO Property and (iv) compliance with the

obligations under Section 3.9.

Servicing Agreement: The servicing agreement, dated as of November 26,

2002 by and between First Horizon Asset Securities Inc. and its assigns, as

owner, and First Tennessee Mortgage Services, Inc., as servicer.

Servicing Officer: Any officer of the Master Servicer involved in, or

responsible for, the administration and servicing of the Mortgage Loans whose

name and facsimile signature appear on a list of servicing officers furnished to

the Trustee by the Master Servicer on the Closing Date pursuant to this

Agreement, as such list may from time to time be amended.

Servicing Rights Transfer and Subservicing Agreement: The servicing rights

transfer and subservicing agreement, dated as of November 26, 2002, by and

between First Horizon Home Loan Corporation, as transferor and subservicer, and

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

Special Hazard Coverage Termination Date: The date on which the Special

Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss: Any Realized Loss suffered by a Mortgaged Property on

account of direct physical loss but not including (i) any loss of a type covered

by a hazard insurance policy or a flood insurance policy required to be

maintained with respect to such Mortgaged Property pursuant to Section 3.9 to

the extent of the amount of such loss covered thereby, or (ii) any loss caused

by or resulting from:

(1) normal wear and tear;

<PAGE>

(2) fraud, conversion or other dishonest act on the part of the

Trustee, the Master Servicer or any of their agents or employees (without regard

to any portion of the loss not covered by any errors and omissions policy);

(3) errors in design, faulty workmanship or faulty materials, unless

the collapse of the property or a part thereof ensues and then only for the

ensuing loss;

(4) nuclear or chemical reaction or nuclear radiation or radioactive

or chemical contamination, all whether controlled or uncontrolled, and whether

such loss be direct or indirect, proximate or remote or be in whole or in part

caused by, contributed to or aggravated by a peril covered by the definition of

the term "Special Hazard Loss";

(5) hostile or warlike action in time of peace and war, including

action in hindering, combating or defending against an actual, impending or

expected attack:

(i) by any government or sovereign power, de jure or de facto, or

by any authority maintaining or using military, naval or air

forces;

(ii) by military, naval or air forces;

(iii) by an agent of any such government, power, authority or

forces; or

(6) any weapon of war employing nuclear fission, fusion or other

radioactive force, whether in time of peace or war; or

(7) insurrection, rebellion, revolution, civil war, usurped power or

action taken by governmental authority in hindering, combating or defending

against such an occurrence, seizure or destruction under quarantine or customs

regulations, confiscation by order of any government or public authority or

risks of contraband or illegal transportation or trade.

Special Hazard Loss Coverage Amount: Upon the initial issuance of the

Certificates, $3,010,994. As of any Distribution Date, the Special Hazard

Loss Coverage Amount will equal the greater of

(a) 1.00% (or if greater than 1.00%, the highest percentage of

Mortgage Loans by principal balance secured by Mortgaged Properties in any

single California zip code) of the outstanding principal balance of all the

Mortgage Loans as of the related Determination Date; and

(b) twice the outstanding principal balance of the Mortgage Loan

which has the largest outstanding principal balance as of the related

Determination Date,

less, in each case, the aggregate amount of Special Hazard Losses that would

have been previously allocated to the Subordinated Certificates in the absence

of the Loss Allocation Limitation. As of any Distribution Date on or after the

Cross-over Date, the Special Hazard Loss Coverage Amount will be zero.

Special Hazard Mortgage Loan: A Liquidated Mortgage Loan as to which a

Special Hazard Loss has occurred.

<PAGE>

S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and

its successors and/or assigns. If S&P is designated as a Rating Agency in the

Preliminary Statement, for purposes of Section 11.5(b) the address for notices

to S&P shall be Standard & Poor's, 55 Water Street, 41st Floor, New York, New

York 10041, Attention: Mortgage Surveillance Monitoring, or such other address

as S&P may hereafter furnish to the Depositor and the Master Servicer.

Startup Day: The Closing Date.

Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid

principal balance of such Mortgage Loan as of such Due Date as specified in the

amortization schedule at the time relating thereto (before any adjustment to

such amortization schedule by reason of any moratorium or similar waiver or

grace period) after giving effect to any previous partial Principal Prepayments

and Liquidation Proceeds allocable to principal (other than with respect to any

Liquidated Mortgage Loan) and to the payment of principal due on such Due Date

and irrespective of any delinquency in payment by the related Mortgagor.

Streamlined Documentation Mortgage Loan: Any Mortgage Loan originated

pursuant to the Seller's Streamlined Loan Documentation Program then in

effect.

Subordinated Certificates: As specified in the Preliminary Statement.

Subordinated Certificate Writedown Amount: As of any Distribution Date,

the amount by which (a) the sum of the Class Certificate Balances of all the

Certificates, after giving effect to the distribution of principal and the

allocation of Realized Losses in reduction of the Class Certificate Balances of

all the Certificates on such Distribution Date, exceeds (b) the aggregate of the

Pool Principal Balances of both Mortgage Pools on the first day of the month of

such Distribution Date less any Deficient Valuations occurring before the

Bankruptcy Loss Coverage Amount has been reduced to zero.

Subordinated Optimal Principal Amount: With respect to each Mortgage Pool

and each Distribution Date, an amount equal to the sum of the following (but in

no event greater than the aggregate Class Certificate Balances of the

Subordinated Certificates immediately prior to such Distribution Date):

(1) the related Subordinated Percentage of the applicable Non-PO

Percentage of all Scheduled Payments of principal due on each outstanding

Mortgage Loan in the related Mortgage Pool on the first day of the month in

which the Distribution Date occurs, as specified in the amortization schedule at

the time applicable thereto, after adjustment for previous principal prepayments

and the principal portion of Debt Service Reductions after the Bankruptcy Loss

Coverage Amount has been reduced to zero, but before any adjustment to such

amortization schedule by reason of any other bankruptcy or similar proceeding or

any moratorium or similar waiver or grace period;

(2) the related Subordinated Prepayment Percentage of the applicable

Non-PO Percentage of the Stated Principal Balance of each Mortgage Loan in the

related Mortgage Pool which was the subject of a Principal Prepayment in Full

received by the Master Servicer during the related Prepayment Period;

<PAGE>

(3) the related Subordinated Prepayment Percentage of the applicable

Non-PO Percentage of the sum of (a) all partial Principal Prepayments received

in respect of each Mortgage Loan in the related Mortgage Pool during the related

Prepayment Period, (b) all Unanticipated Recoveries received in respect of each

Mortgage Loan in the related Mortgage Pool during the calendar month prior to

such Distribution Date, and (c) on the Senior Final Distribution Date, 100% of

any related Senior Optimal Principal Amount remaining undistributed on such

date;

(4) the amount, if any, by which the sum of (a) the applicable

Non-PO Percentage of the net Liquidation Proceeds allocable to principal

received during the related Prepayment Period in respect of each Liquidated

Mortgage Loan in the related Mortgage Pool, other than Mortgage Loans described

in clause (b), and (b) the applicable Non-PO Percentage of the principal balance

of each Mortgage Loan in the related Mortgage Pool that was purchased by a

private mortgage insurer during the related Prepayment Period as an alternative

to paying a claim under the related Insurance Policy exceeds (c) the sum of the

amounts distributable to the Senior Certificateholders (other than the holders

of the Class PO Certificates) under clause (4) of the definition of applicable

Senior Optimal Principal Amount on such Distribution Date; and

(5) the related Subordinated Prepayment Percentage of the sum of (a)

the applicable Non-PO Percentage of the Stated Principal Balance of each

Mortgage Loan in the related Mortgage Pool which was repurchased by the seller

in connection with such Distribution Date and (b) the difference, if any,

between the applicable Non-PO Percentage of the Stated Principal Balance of each

Mortgage Loan in the related Mortgage Pool that has been replaced by the seller

with a Substitute Mortgage Loan pursuant to this Agreement in connection with

such Distribution Date and the Stated Principal Balance of each such Substitute

Mortgage Loan.

Subordinated Percentage: For any Distribution Date and each

Certificate Group, 100% minus the related Senior Percentage.

Subordinated Prepayment Percentage: For any Distribution Date, 100%

minus the related Senior Prepayment Percentage.

Subservicer: Any person to whom the Master Servicer has contracted for

the servicing of all or a portion of the Mortgage Loans pursuant to Section

3.2 hereof.

Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for a

Deleted Mortgage Loan which must, on the date of such substitution, as confirmed

in a Request for Release, substantially in the form of Exhibit L, (i) have a

Stated Principal Balance, after deduction of the principal portion of the

Scheduled Payment due in the month of substitution, not in excess of, and not

more than 10% less than the Stated Principal Balance of the Deleted Mortgage

Loan; (ii) have an Adjusted Net Mortgage Rate not lower than the lower of (a)

the Adjusted Net Mortgage Rate of the Deleted Mortgage Loan or (b) 5.50% in the

case of a Deleted Mortgage Loan from Pool I, or 5.00% in the case of a Deleted

Mortgage Loan from Pool II, provided that the Master Servicing Fee for the

Substitute Mortgage Loan shall be equal to or greater than that of the Deleted

Mortgage Loan; (iii) be accruing interest at a rate no lower than and not more

than 1% per annum higher than, that of the Deleted Mortgage Loan; (iv) have a

Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a

<PAGE>

remaining term to maturity no greater than (and not more than one year less than

that of) the Deleted Mortgage Loan; (vi) not be a Cooperative Loan unless the

Deleted Mortgage Loan was a Cooperative Loan; (vii) have a Mortgagor with a

credit score that is equal to or higher than the credit score of the Mortgagor

with respect to the Deleted Mortgage Loan; and (viii) comply with each

representation and warranty set forth in Section 2.3 hereof.

Substitution Adjustment Amount: The meaning ascribed to such term pursuant

to Section 2.3.

Super Senior Certificates: As specified in the Preliminary Statement.

Support Classes: Not Applicable.

Targeted Balances: Not applicable.

Targeted Principal Classes: Not applicable.

Tax Matters Person: The person designated as "tax matters person" in

the manner provided under Treasury regulation ss. 1.860F-4(d) and Treasury

regulation ss. 301.6231(a)(7)-1. Initially, the Tax Matters Person shall be the

Trustee.

Tax Matters Person Certificate: The Class I-A-R Certificates with a

Denomination of $0.01.

Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Residual Certificate.

Trust Fund: The corpus of the trust created hereunder consisting of (i)

the Mortgage Loans and all interest and principal received on or with respect

thereto after the Cut-off Date to the extent not applied in computing the

Cut-off Date Principal Balance thereof; (ii) all of the Depositor's rights as

purchaser under the MLPA; (iii) the Certificate Account and the Distribution

Account and all amounts deposited therein pursuant to the applicable provisions

of this Agreement; (iv) property that secured a Mortgage Loan and has been

acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (v) the AGC

Policy, with respect to the Class I-A-3 Certificates only; and (vi) all proceeds

of the conversion, voluntary or involuntary, of any of the foregoing; provided

that the Trust Fund shall exclude the Retained Yield and the Reserve Fund.

Trustee: The Bank of New York and its successors and, if a successor

trustee is appointed hereunder, such successor.

Trustee Fee: As to any Distribution Date and a Mortgage Pool, an amount

equal to one-twelfth of the Trustee Fee Rate multiplied by the applicable Pool

Principal Balance with respect to such Distribution Date.

Trustee Fee Rate: With respect to each Mortgage Loan, the per annum rate

agreed upon in writing on or prior to the Closing Date by the Trustee and the

Depositor.

Unanticipated Recovery: As defined in Section 4.2(g).

<PAGE>

Undercollateralization Distribution: As defined in Section 4.2(h).

Undercollateralized Group: With respect to any Distribution Date, the

Senior Certificates of any Certificate Group (other than the Notional Amount

Certificates and the Class PO Certificates) as to which the aggregate

Certificate Principal Balance thereof, after giving effect to distributions

pursuant to Section 4.2(a) on such date, is greater than the applicable Non-PO

Percentage of the Pool Principal Balance of the related Mortgage Pool for such

Distribution Date.

Underwriters: As specified in the Preliminary Statement.

Underwriters' Exemption: An individual administrative exemption

granted by the U.S. Department of Labor to the Underwriters providing

exceptions from some of the prohibited transaction rules of ERISA with

respect to the initial purchase, the holding and the subsequent resale by

employee benefit plans in certificates in pass-through trusts having assets

and meeting conditions described therein, as amended by Prohibited

Transaction Exemption 2000-58 (65 Fed. Reg. 67765, November 13, 2000), as

amended, and Prohibited Transaction Exemption 2002-41 (67 Fed. Reg. 54487,

August 22, 2002), as amended (or any successor thereto), or any substantially

similar administrative exemption granted by the U.S. Department of Labor.

Upper REMIC: The segregated pool of assets consisting of the Middle REMIC

Interests.

Voting Rights: The portion of the voting rights of all of the Certificates

which is allocated to any Certificate. As of any date of determination, (a) 98%

of all Voting Rights will be allocated among all Holders of the Certificates,

other than the Class I-A-4 Certificates and the Class I-A-R Certificates, in

proportion to their then outstanding Class Certificate Balance; (b) 1.0% of all

Voting Rights will be allocated to the Class I-A-4 Certificates (such Voting

Rights to be allocated among the Holders of Certificates of such Class in

proportion to their Notional Amount); and (c) 1.0% of all Voting Rights will be

allocated to the Class I-A-R Certificates (such Voting Rights to be allocated

among the Holders of Certificates of such Class in accordance with their

respective Percentage Interests).

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 Conveyance of Mortgage Loans.

(a) The Depositor, concurrently with the execution and delivery hereof,

hereby sells, transfers, assigns, sets over and otherwise conveys to

the Trustee for the benefit of the Certificateholders and AGC,

without recourse, all the right, title and interest of the Depositor

in and to the Trust Fund together with (i) the Depositor's right to

(A) require the Seller to cure any breach of a representation or

warranty made by the Seller pursuant to the MLPA, or (B) repurchase

or substitute for any affected Mortgage Loan in accordance herewith,

and (ii) all right, title and interest of the Depositor in, to and

under the Servicing Agreement, which right has been assigned to the

Depositor pursuant to the MLPA.

<PAGE>

(b) In connection with the transfer and assignment set forth in clause

(a) above, the Depositor has delivered or caused to be delivered to

the Trustee or the Custodian on its behalf (or, in the case of the

Delay Delivery Mortgage Loans, will deliver or cause to be delivered

to the Trustee or the Custodian on its behalf within thirty (30)

days following the Closing Date) for the benefit of the

Certificateholders and AGC the following documents or instruments

with respect to each Mortgage Loan so assigned:

(i) (A) the original Mortgage Note endorsed by manual or facsimile

signature in blank in the following form: "Pay to the order of

________________, without recourse," with all intervening

endorsements showing a complete chain of endorsement from the

originator to the Person endorsing the Mortgage Note (each

such endorsement being sufficient to transfer all right, title

and interest of the party so endorsing, as noteholder or

assignee thereof, in and to that Mortgage Note); or

(B) with respect to any Lost Mortgage Note, a lost note

affidavit from the Seller stating that the original Mortgage

Note was lost or destroyed, together with a copy of such

Mortgage Note;

(ii) except as provided below and for each Mortgage Loan, the

original recorded Mortgage or a copy of such Mortgage

certified by the Seller as being a true and complete copy of

the Mortgage, and in the case of each MERS Mortgage Loan, the

presence of the MIN of the Mortgage Loans and either language

indicating that the Mortgage Loan is a MOM Loan if the

Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a

MOM Loan at origination, the original Mortgage and the

assignment thereof to MERS, with evidence of recording

indicated thereon;

(iii) in the case of each Mortgage Loan, a duly executed assignment

of the Mortgage, or a copy of such assignment certified by the

Seller as being a true and complete copy of the assignment, in

blank (which may be included in a blanket assignment or

assignments), together with, except as provided below, all

interim recorded assignments, or copies of such interim

assignments certified by the Seller as being true and complete

copies of the interim assignments, of such Mortgage (each such

assignment, when duly and validly completed, to be in

recordable form and sufficient to effect the assignment of and

transfer to the assignee thereof, under the Mortgage to which

the assignment relates); provided that, if the related

Mortgage has not been returned from the applicable public

recording office, such assignment of the Mortgage may exclude

the information to be provided by the recording office;

(iv) the original or copies of each assumption, modification,

written assurance or substitution agreement, if any;

(v) either the original or duplicate original title policy, or a

copy of such title policy certified by the Seller as being a

true and complete copy of the title policy, (including all

<PAGE>

riders thereto) with respect to the related Mortgaged

Property, if available, provided that the title policy

(including all riders thereto) will be delivered as soon as it

becomes available, and if the title policy is not available,

and to the extent required pursuant to the second paragraph

below or otherwise in connection with the rating of the

Certificates (determined without regard to the AGC Policy), a

written commitment or interim binder or preliminary report of

the title issued by the title insurance or escrow company with

respect to the Mortgaged Property, or, in lieu thereof, an

Alternative Title Product or a copy of such Alternative Title

Product certified by the Seller as being a true and complete

copy of the Alternative Title Product, and

(vi) in the case of a Cooperative Loan, the originals of the

following documents or instruments:

(A) The Coop Shares, together with a stock power in blank;

(B) The executed Security Agreement;

(D) The executed Recognition Agreement;

(E) The executed UCC-1 financing statement with evidence of

recording thereon which have been filed in all places

required to perfect the Seller's interest in the Coop

Shares and the Proprietary Lease; and

(F) Executed UCC-3 financing statements or other appropriate

UCC financing statements required by state law,

evidencing a complete and unbroken line from the

mortgagee to the Trustee with evidence of recording

thereon (or in a form suitable for recordation).

In the event that in connection with any Mortgage Loan that is not a MERS

Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or

(b) all interim recorded assignments satisfying the requirements of clause (ii)

or (iii) above, respectively, concurrently with the execution and delivery

hereof because such document or documents have not been returned from the

applicable public recording office, the Depositor shall promptly deliver or

cause to be delivered to the Trustee or the Custodian on its behalf such

original Mortgage or such interim assignment, as the case may be, with evidence

of recording indicated thereon upon receipt thereof from the public recording

office, or a copy thereof, certified, if appropriate, by the relevant recording

office, but in no event shall any such delivery of the original Mortgage and

each such interim assignment or a copy thereof, certified, if appropriate, by

the relevant recording office, be made later than one year following the Closing

Date; provided, however, in the event the Depositor is unable to deliver or

cause to be delivered by such date each Mortgage and each such interim

assignment by reason of the fact that any such documents have not been returned

by the appropriate recording office, or, in the case of each such interim

assignment, because the related Mortgage has not been returned by the

<PAGE>

appropriate recording office, the Depositor shall deliver or cause to be

delivered such documents to the Trustee or the Custodian on its behalf as

promptly as possible upon receipt thereof and, in any event, within 720 days

following the Closing Date. The Depositor shall forward or cause to be forwarded

to the Trustee or the Custodian on its behalf (a) from time to time additional

original documents evidencing an assumption or modification of a Mortgage Loan

and (b) any other documents required to be delivered by the Depositor or the

Master Servicer to the Trustee. In the event that the original Mortgage is not

delivered and in connection with the payment in full of the related Mortgage

Loan and the public recording office requires the presentation of a "lost

instruments affidavit and indemnity" or any equivalent document, because only a

copy of the Mortgage can be delivered with the instrument of satisfaction or

reconveyance, the Master Servicer shall execute and deliver or cause to be

executed and delivered such a document to the public recording office. In the

case where a public recording office retains the original recorded Mortgage or

in the case where a Mortgage is lost after recordation in a public recording

office, the Depositor shall deliver or cause to be delivered to the Trustee or

the Custodian on its behalf a copy of such Mortgage certified by such public

recording office to be a true and complete copy of the original recorded

Mortgage.

In addition, in the event that in connection with any Mortgage Loan the

Depositor cannot deliver or cause to be delivered the original or duplicate

original lender's title policy (together with all riders thereto), satisfying

the requirements of clause (v) above, concurrently with the execution and

delivery hereof because the related Mortgage has not been returned from the

applicable public recording office, the Depositor shall promptly deliver or

cause to be delivered to the Trustee or the Custodian on its behalf such

original or duplicate original lender's title policy (together with all riders

thereto) upon receipt thereof from the applicable title insurer, but in no event

shall any such delivery of the original or duplicate original lender's title

policy be made later than one year following the Closing Date; provided,

however, in the event the Depositor is unable to deliver or cause to be

delivered by such date the original or duplicate original lender's title policy

(together with all riders thereto) because the related Mortgage has not been

returned by the appropriate recording office, the Depositor shall deliver or

cause to be delivered such documents to the Trustee or the Custodian on its

behalf as promptly as possible upon receipt thereof and, in any event, within

720 days following the Closing Date; provided further, however, that the

Depositor shall not be required to deliver an original or duplicate lender's

title policy (together with all riders thereto) if the Depositor delivers an

Alternative Title Product in lieu thereof. Notwithstanding the preceding, in

connection with any Mortgage Loan for which either the original or duplicate

original title policy has not been delivered to the Trust, if at any time during

the term of this Agreement the parent company of the Seller does not have a long

term senior debt rating of A- or higher from S&P and A- or higher from Fitch (if

rated by Fitch), then the Depositor shall within 30 days of the Closing Date

deliver or cause to be delivered to the Trustee or the Custodian on its behalf

(if it has not previously done so) a written commitment or interim binder or

preliminary report of the title issued by the title insurance or escrow company

with respect to the Mortgaged Property.

Subject to the immediately following sentence, as promptly as practicable

subsequent to such transfer and assignment, and in any event, within thirty (30)

days thereafter, the Master Servicer shall (i) complete each assignment of

Mortgage, as follows: "First Horizon Mortgage Pass-Through Certificates, Series

2005-6, The Bank of New York, as trustee for the holders of the Certificates",

(ii) cause such assignment to be in proper form for recording in the appropriate

public office for real property records and (iii) cause to be delivered for

<PAGE>

recording in the appropriate public office for real property records the

assignments of the Mortgages to the Trustee, except that, with respect to any

assignments of Mortgage as to which the Master Servicer has not received the

information required to prepare such assignment in recordable form, the Master

Servicer's obligation to do so and to deliver the same for such recording shall

be as soon as practicable after receipt of such information and in any event

within thirty (30) days after receipt thereof. Notwithstanding the foregoing,

the Master Servicer need not cause to be recorded any assignment which relates

to a Mortgage Loan in any state other than the Required Recordation States.

In the case of Mortgage Loans that have been prepaid in full as of the

Closing Date, the Depositor, in lieu of delivering the above documents to the

Trustee or the Custodian on its behalf, will deposit in the Certificate Account

the portion of such payment that is required to be deposited in the Certificate

Account pursuant to Section 3.8 hereof.

Notwithstanding anything to the contrary in this Agreement, within thirty

days after the Closing Date, the Depositor shall either (i) deliver or cause to

be delivered to the Trustee or the Custodian on its behalf the Mortgage File as

required pursuant to this Section 2.1 for each Delay Delivery Mortgage Loan or

(ii) (A) substitute or cause to be substituted a Substitute Mortgage Loan for

the Delay Delivery Mortgage Loan or (B) repurchase or cause to be repurchased

the Delay Delivery Mortgage Loan, which substitution or repurchase shall be

accomplished in the manner and subject to the conditions set forth in Section

2.3 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for

purposes of such Section 2.3), provided, however, that if the Depositor fails to

deliver a Mortgage File for any Delay Delivery Mortgage Loan within the

thirty-day period provided in the prior sentence, the Depositor shall use its

best reasonable efforts to effect or cause to be effected a substitution, rather

than a repurchase of, such Deleted Mortgage Loan and provided further that the

cure period provided for in Section 2.2 or in Section 2.3 shall not apply to the

initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan, but

rather the Depositor shall have five (5) Business Days to cure or cause to be

cured such failure to deliver. At the end of such thirty-day period, the Trustee

or the Custodian, on its behalf shall send a Delay Delivery Certification in the

form annexed hereto as Exhibit F for the Delay Delivery Mortgage Loans delivered

during such thirty-day period in accordance with the provisions of Section 2.2.

Notwithstanding anything to the contrary contained in this Agreement, none of

the Mortgage Loans in the Trust Fund is or will be Delay Delivery Mortgage

Loans.

SECTION 2.2 Acceptance by Trustee of the Mortgage Loans.

The Trustee or the Custodian, on behalf of the Trustee, acknowledges

receipt of the documents identified in the Initial Certification in the form

annexed hereto as Exhibit E and declares that it or the Custodian holds and will

hold such documents and the other documents delivered to it or the Custodian, as

applicable, constituting the Mortgage Files, and that it or the Custodian, as

applicable, holds or will hold such other assets as are included in the Trust

Fund, in trust for the exclusive use and benefit of all present and future

Certificateholders. The Trustee acknowledges that the Custodian will maintain

possession of the Mortgage Notes in the State of Texas, unless otherwise

permitted by the Rating Agencies.

<PAGE>

The Trustee agrees to execute and deliver or to cause the Custodian to

execute and deliver on the Closing Date to the Depositor, the Master Servicer

and AGC an Initial Certification in the form annexed hereto as Exhibit E. Based

on its or the Custodian's review and examination, and only as to the documents

identified in such Initial Certification, the Custodian, on behalf of the

Trustee, acknowledges that such documents appear regular on their face and

relate to such Mortgage Loan. Neither the Trustee nor the Custodian shall be

under any duty or obligation to inspect, review or examine said documents,

instruments, certificates or other papers to determine that the same are

genuine, enforceable or appropriate for the represented purpose or that they

have actually been recorded in the real estate records or that they are other

than what they purport to be on their face.

On or about the thirtieth (30th) day after the Closing Date, the Trustee

shall deliver or shall cause the Custodian to deliver to the Depositor, the

Master Servicer and AGC a Delay Delivery Certification with respect to the Delay

Delivery Mortgage Loans, if any, in the form annexed hereto as Exhibit F, with

any applicable exceptions noted thereon. Notwithstanding anything to the

contrary contained in this Agreement, none of the Mortgage Loans in the Trust

Fund is or will be Delay Delivery Mortgage Loans.

Not later than 90 days after the Closing Date, the Trustee shall deliver

or shall cause the Custodian to deliver to the Depositor, the Master Servicer

and AGC a Subsequent Certification with respect to the Mortgage Loans in the

form annexed hereto as Exhibit G, with any applicable exceptions noted thereon.

If, in the course of such review of the Mortgage Files relating to the

Mortgage Loans, the Trustee or the Custodian, on behalf of the Trustee, finds

any document constituting a part of a Mortgage File which does not meet the

requirements of Section 2.1, the Trustee shall list or shall cause the Custodian

to list such as an exception in the Subsequent Certification; provided, however

that neither the Trustee nor the Custodian shall make any determination as to

whether (i) any endorsement is sufficient to transfer all right, title and

interest of the party so endorsing, as noteholder or assignee thereof, in and to

that Mortgage Note or (ii) any assignment is in recordable form or is sufficient

to effect the assignment of and transfer to the assignee thereof under the

mortgage to which the assignment relates. The Seller shall promptly correct or

cure such defect within 90 days from the date it was so notified of such defect

and, if the Seller does not correct or cure such defect within such period, the

Seller shall either (a) substitute for the related Mortgage Loan a Substitute

Mortgage Loan, which substitution shall be accomplished in the manner and

subject to the conditions set forth in Section 2.3, or (b) purchase such

Mortgage Loan from the Trustee within 90 days from the date the Seller was

notified of such defect in writing at the Purchase Price of such Mortgage Loan;

provided, however, that in no event shall such substitution or purchase occur

more than 540 days from the Closing Date, except that if the substitution or

purchase of a Mortgage Loan pursuant to this provision is required by reason of

a delay in delivery of any documents by the appropriate recording office, and

there is a dispute between either the Master Servicer or the Seller and the

Trustee over the location or status of the recorded document, then such

substitution or purchase shall occur within 720 days from the Closing Date. The

Trustee shall deliver or shall cause the Custodian to deliver written notice to

each Rating Agency and AGC within 270 days from the Closing Date indicating each

Mortgage Loan (a) which has not been returned by the appropriate recording

office or (b) as to which there is a dispute as to location or status of such

Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the

related Mortgage Loan is returned to the Trustee or the Custodian on its behalf.

Any such substitution pursuant to (a) above or purchase pursuant to (b) above

shall not be effected prior to the delivery to the Trustee and AGC of the

<PAGE>

Opinion of Counsel required by Section 2.5 hereof, if any, and any substitution

pursuant to (a) above shall not be effected prior to the additional delivery to

the Trustee and AGC of a Request for Release substantially in the form of

Exhibit L. No substitution is permitted to be made in any calendar month after

the Determination Date for such month. The Purchase Price for any such Mortgage

Loan shall be deposited by the Seller in the Certificate Account on or prior to

the Distribution Account Deposit Date for the Distribution Date in the month

following the month of repurchase and, upon receipt of such deposit and

certification with respect thereto in the form of Exhibit M hereto, the Trustee

shall cause the Custodian to release the related Mortgage File to the Seller and

shall execute and deliver at the Seller's request such instruments of transfer

or assignment prepared by the Seller, in each case without recourse, as shall be

necessary to vest in the Seller, or a designee, the Trustee's interest in any

Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions

the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master

Servicer shall either (i) cause MERS to execute and deliver an assignment of the

Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and

shall cause such Mortgage to be removed from registration on the MERS(R) System

in accordance with MERS' rules and regulations or (ii) cause MERS to designate

on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan.

The Trustee shall retain or shall cause the Custodian to retain possession

and custody of each Mortgage File in accordance with and subject to the terms

and conditions set forth herein. The Master Servicer shall promptly deliver to

the Trustee or the Custodian on its behalf, upon the execution or receipt

thereof, the originals of such other documents or instruments constituting the

Mortgage File as come into the possession of the Master Servicer from time to

time.

It is understood and agreed that the obligation of the Seller to

substitute for or to purchase any Mortgage Loan which does not meet the

requirements of Section 2.1 above shall constitute the sole remedy respecting

such defect available to the Trustee, the Depositor and any Certificateholder

against the Seller.

The mortgage loans permitted by the terms of this Agreement to be included

in the Trust Fund are limited to (i) the Mortgage Loans (which the Depositor

acquired pursuant to the MLPA, which contains, among other representations and

warranties, a representation and warranty of the Seller that no Mortgage Loan is

a "high cost loan" as defined by the specific applicable local, state or federal

predatory and abusive lending laws), and (ii) Substitute Mortgage Loans (which,

by definition as set forth in this Agreement and referred to in the MLPA, are

required to conform to, among other representations and warranties, a

representation and warranty of the Seller set forth in the MLPA that no

Substitute Mortgage Loan is a "high cost loan" as defined by the specific

applicable local, state or federal predatory and abusive lending laws). It is

therefore understood and agreed by the parties hereto that it is not intended

that any Mortgage Loan be included in the Trust Fund that is a "high cost loan"

as defined in the by the specific applicable local, state or federal predatory

and abusive lending laws.

<PAGE>

SECTION 2.3 Representations and Warranties of the Master Servicer;

Covenants of the Seller.

(a) The Master Servicer hereby makes the representations and warranties

set forth in Schedule II hereto and by this reference incorporated

herein, to the Depositor and the Trustee, as of the Closing Date, or

if so specified therein, as of the Cut-off Date.

(b) Upon discovery by any of the parties hereto of a breach of a

representation or warranty made pursuant to Schedule B to the MLPA

that materially and adversely affects the interests of the

Certificateholders or AGC in any Mortgage Loan, the party

discovering such breach shall give prompt notice thereof to the

other parties. The Seller hereby covenants that within 90 days of

the earlier of its discovery or its receipt of written notice from

any party of a breach of any representation or warranty made

pursuant to Schedule B to the MLPA which materially and adversely

affects the interests of the Certificateholders or AGC in any

Mortgage Loan, it shall cure such breach in all material respects,

and if such breach is not so cured, shall, (i) if such 90-day period

expires prior to the second anniversary of the Closing Date, remove

such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund

and substitute in its place a Substitute Mortgage Loan, in the

manner and subject to the conditions set forth in this Section; or

(ii) repurchase the affected Mortgage Loan or Mortgage Loans from

the Trustee at the Purchase Price in the manner set forth below;

provided, however, that any such substitution pursuant to (i) above

shall not be effected prior to the delivery to the Trustee and AGC

of the Opinion of Counsel required by Section 2.5 hereof, if any,

and any such substitution pursuant to (i) above shall not be

effected prior to the additional delivery to the Trustee (or the

Custodian on its behalf) and AGC of a Request for Release

substantially in the form of Exhibit M and the Mortgage File for any

such Substitute Mortgage Loan. The Seller shall promptly reimburse

the Master Servicer and the Trustee for any expenses reasonably

incurred by the Master Servicer or the Trustee in respect of

enforcing the remedies for such breach. With respect to the

representations and warranties described in this Section which are

made to the best of the Seller's knowledge, if it is discovered by

either the Depositor, the Seller or the Trustee that the substance

of such representation and warranty is inaccurate and such

inaccuracy materially and adversely affects the value of the related

Mortgage Loan or the interests of the Certificateholders or AGC

therein, notwithstanding the Seller's lack of knowledge with respect

to the substance of such representation or warranty, such inaccuracy

shall be deemed a breach of the applicable representation or

warranty.

With respect to any Substitute Mortgage Loan or Loans, the Seller shall

deliver to the Trustee or the Custodian on its behalf for the benefit of the

Certificateholders the Mortgage Note, the Mortgage, the related assignment of

the Mortgage, and such other documents and agreements as are required by Section

2.1, with the Mortgage Note endorsed and the Mortgage assigned as required by

Section 2.1. No substitution is permitted to be made in any calendar month after

the Determination Date for such month. Scheduled Payments due with respect to

Substitute Mortgage Loans in the month of substitution shall not be part of the

Trust Fund and will be retained by the Seller on the next succeeding

Distribution Date. For the month of substitution, distributions to

Certificateholders will include the monthly payment due on any Deleted Mortgage

Loan for such month and thereafter the Seller shall be entitled to retain all

<PAGE>

amounts received in respect of such Deleted Mortgage Loan. The Master Servicer

shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders

to reflect the removal of such Deleted Mortgage Loan and the substitution of the

Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the

amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the

Substitute Mortgage Loan or Loans shall be subject to the terms of this

Agreement in all respects, and the Seller shall be deemed to have made with

respect to such Substitute Mortgage Loan or Loans, as of the date of

substitution, the representations and warranties made pursuant to Schedule B to

the MLPA with respect to such Mortgage Loan. Upon any such substitution and the

deposit to the Certificate Account of the amount required to be deposited

therein in connection with such substitution as described in the following

paragraph, the Trustee shall release or shall cause the Custodian to release the

Mortgage File held for the benefit of the Certificateholders relating to such

Deleted Mortgage Loan to the Seller and shall execute and deliver at the

Seller's direction such instruments of transfer or assignment prepared by the

Seller, in each case without recourse, as shall be necessary to vest title in

the Seller, or its designee, the Trustee's interest in any Deleted Mortgage Loan

substituted for pursuant to this Section 2.3.

For any month in which the Seller substitutes one or more Substitute

Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will

determine the amount (if any) by which the aggregate principal balance of all

such Substitute Mortgage Loans as of the date of substitution is less than the

aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after

application of the scheduled principal portion of the monthly payments due in

the month of substitution). The amount of such shortage (the "Substitution

Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed

Advances with respect to such Deleted Mortgage Loans shall be deposited in the

Certificate Account by the Seller on or before the Distribution Account Deposit

Date for the Distribution Date in the month succeeding the calendar month during

which the related Mortgage Loan became required to be purchased or replaced

hereunder.

In the event that the Seller shall have repurchased a Mortgage Loan, the

Purchase Price therefor shall be deposited in the Certificate Account pursuant

to Section 3.5 on or before the Distribution Account Deposit Date for the

Distribution Date in the month following the month during which the Seller

became obligated hereunder to repurchase or replace such Mortgage Loan and upon

such deposit of the Purchase Price, the delivery of the Opinion of Counsel

required by Section 2.5 and receipt of a Request for Release in the form of

Exhibit M hereto, the Trustee shall release or shall cause the Custodian to

release the related Mortgage File held for the benefit of the Certificateholders

to such Person, and the Trustee shall execute and deliver or shall cause the

Custodian to execute and deliver at such Person's direction such instruments of

transfer or assignment prepared by such Person, in each case without recourse,

as shall be necessary to transfer title from the Trustee. It is understood and

agreed that the obligation under this Agreement of the Seller to cure,

repurchase or replace any Mortgage Loan as to which a breach has occurred and is

continuing shall constitute the sole remedy against the Seller respecting such

breach available to Certificateholders, the Depositor or the Trustee on their

behalf.

After giving effect to the sale of the Certificates by the Depositor to

the Underwriters, and thereafter, so long as any Certificates remain

outstanding, the Seller, its affiliates and agents, collectively, shall not

beneficially own Certificates the aggregate fair value of which would represent

90% or more of the beneficial interests in the Trust Fund.

<PAGE>

The representations and warranties made pursuant to this Section 2.3 shall

survive delivery of the respective Mortgage Files to the Trustee or the

Custodian for the benefit of the Certificateholders.

SECTION 2.4 Representations and Warranties of the Depositor as to

the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee with respect

to each Mortgage Loan as of the date hereof or such other date set forth herein

that as of the Closing Date, and following the transfer of the Mortgage Loans to

it pursuant to the MLPA and immediately prior to the conveyance of the Mortgage

Loans by it to the Trustee pursuant to Section 2.1(a) hereof, the Depositor had

good title to the Mortgage Loans and the Mortgage Notes were subject to no

offsets, defenses or counterclaims.

It is understood and agreed that the representations and warranties set

forth in this Section 2.4 shall survive delivery of the Mortgage Files to the

Trustee. Upon discovery by the Depositor or the Trustee of a breach of any of

the foregoing representations and warranties set forth in this Section 2.4

(referred to herein as a "breach"), which breach materially and adversely

affects the interest of the Certificateholders or AGC, the party discovering

such breach shall give prompt written notice to the others, to AGC and to each

Rating Agency.

SECTION 2.5 Delivery of Opinion of Counsel in Connection with

Substitutions.

(a) Notwithstanding any contrary provision of this Agreement, no

substitution pursuant to Section 2.2 or Section 2.3 shall be made

more than 90 days after the Closing Date unless the Depositor

delivers to the Trustee and AGC an Opinion of Counsel, which Opinion

of Counsel shall not be at the expense of either the Trustee, the

Trust Fund or AGC, addressed to the Trustee and AGC, to the effect

that such substitution will not (i) result in the imposition of the

tax on "prohibited transactions" on the Trust Fund or contributions

after the Startup Date, as defined in Sections 860F(a)(2) and

860G(d) of the Code, respectively, or (ii) cause any REMIC created

hereunder to fail to qualify as a REMIC at any time that any

Certificates are outstanding.

(b) Upon discovery by the Depositor, the Master Servicer or the Trustee

that any Mortgage Loan does not constitute a "qualified mortgage"

within the meaning of Section 860G(a)(3) of the Code, the party

discovering such fact shall promptly (and in any event within five

(5) Business Days of discovery) give written notice thereof to the

other parties. In connection therewith, the Trustee shall require

the Depositor to cause the Seller, pursuant to the MLPA and at the

Seller's option, to either (i) substitute, if the conditions in

Section 2.3(b) with respect to substitutions are satisfied, a

Substitute Mortgage Loan for the affected Mortgage Loan, or (ii)

repurchase the affected Mortgage Loan within 90 days of such

discovery in the same manner as it would a Mortgage Loan for a

<PAGE>

breach of representation or warranty made pursuant to Section 2.3.

The Trustee shall reconvey or shall cause the Custodian to reconvey

to the Seller the Mortgage Loan to be released pursuant hereto in

the same manner, and on the same terms and conditions, as it would a

Mortgage Loan repurchased for breach of a representation or warranty

contained in Section 2.3.

SECTION 2.6 Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust

Fund and, concurrently with such transfer and assignment, has executed and

delivered to or upon the order of the Depositor, the Certificates in authorized

denominations evidencing directly or indirectly the entire ownership of the

Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights

referred to above for the benefit of all present and future Holders of the

Certificates and to perform the duties set forth in this Agreement to the best

of its ability, to the end that the interests of the Holders of the Certificates

may be adequately and effectively protected.

SECTION 2.7 REMIC Matters.

The Preliminary Statement sets forth the "latest possible maturity date"

for federal income tax purposes of all REMIC regular interests created hereby.

The assets of the Lower REMIC shall be as set forth in the definition

thereof. Each interest identified in the first table below by a designation

beginning with "L" shall be a "regular interest" in the Lower REMIC and a Lower

REMIC Interest, and the RL Interest shall be the sole class of residual interest

in the Lower REMIC. The Lower REMIC Interests shall be uncertificated and shall

be held by the Trustee as assets of the Middle REMIC.

The assets of the Middle REMIC shall be as set forth in the definition

thereof. Each interest identified in the second table below by a designation

beginning with "M" shall be a "regular interest" in the Middle REMIC and a

Middle REMIC Interest, and the RM Interest shall be the sole class of residual

interest in the Middle REMIC. The Middle REMIC Interests shall be uncertificated

and shall be held by the Trustee as assets of the Upper REMIC.

The assets of the Upper REMIC shall be as set forth in the definition

thereof. The Regular Certificates shall represent "regular interests" in the

Upper REMIC. The RU Interest shall be the sole class of residual interest in the

Upper REMIC. The Class I-A-R Certificate shall represent ownership of the RL

Interest, RM Interest and RU Interest.

The "Startup Day" for purposes of the REMIC Provisions for each REMIC

hereunder shall be the Closing Date. The Tax Matters Person with respect to each

REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters

Person Certificate. Each REMIC's taxable year shall be the calendar year and its

accounts shall be maintained using the accrual method.

<PAGE>

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

Lower REMIC Lower REMIC

Interest or Interest Lower REMIC Corresponding Class of

Residual Balance Interest Rate Middle REMIC Interests

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

Interest Principal

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

L-I-A-1 $ 60,515.71 5.50% (1) (1)

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

L-I-A-2 $ 6,723.97 5.50% (1) (1)

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

L-I-ZZZ $223,467,828.50 5.50% (1) (1)

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

L-I-PO $ 603,308.65 N/A (1) (1)

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

RL $ 0.00 N/A N/A N/A

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

L-II-A-1 $ 6,220.92 5.00% (1) (1)

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

L-II-A-2 $ 691.21 5.00% (1) (1)

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

L-II-PO $ 104,882.77 N/A (1) (1)

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

L-II-ZZZ $ 22,904,301.61 5.00% (1) (1)

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

Total

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

(1) The Lower REMIC Interest L-I-A-1, Lower REMIC Interest L-I-A-2 and Lower

REMIC Interest L-I-ZZZ shall be Corresponding Classes to these classes of Middle

REMIC Interests: M-I-A-1, M-I-A-2, M-I-A-3, M-I-A-5, M-I-A-RU, M-B-1, M-B-2,

M-B-3, M-B-4, M-B-5 and M-B-6 (provided that with respect to M-B-1, M-B-2,

M-B-3, M-B-4, M-B-5 and M-B-6, such Lower REMIC Interests shall only correspond

to the portion supported by Pool I). The Lower REMIC Interest L-I-PO corresponds

to the Middle REMIC Interest M-I-PO. The Lower REMIC Interest L-II-A-1, Lower

REMIC L-II-A-2 and Lower REMIC Interest L-II-ZZZ shall be Corresponding Classes

to these classes of Middle REMIC Interests: M-II-A-1, M-B-1, M-B-2, M-B-3,

M-B-4, M-B-5 and M-B-6 (provided that with respect to M-B-1, M-B-2, M-B-3,

M-B-4, M-B-5 and M-B-6, such Lower REMIC Interests shall only correspond to the

portion supported by Pool II). The Lower REMIC Interest L-II-PO corresponds to

the Middle REMIC Interest M-I-PO.

"L1 Interests" refers to the L-I-A-1 Lower REMIC Interest and the L-II-A-1

Lower REMIC Interests. "L2 Interests" refers to the L-I-A-2 Lower REMIC Interest

and the L-II-A-2 Lower REMIC Interest. "LZZZ Interests" refers to L-I-ZZZ Lower

REMIC Interest and L-II-ZZZ Lower REMIC Interest. "LPO Interests" refer to the

L-I-PO Lower REMIC Interest and the L-II-PO Lower REMIC Interest. Each L1

Interest shall have a principal balance initially equal to 0.9% of the Group

Subordinate Amount of its corresponding Mortgage Pool. Each L2 Interest shall

have a principal balance initially equal to 0.1% of the Group Subordinate Amount

of its corresponding Mortgage Pool. The initial principal balance of each LZZZ

Interest shall equal the excess of the Pool Principal Balance of its

corresponding Mortgage Pool over the sum of (i) the initial principal balances

of the L1 Interests and L2 Interests corresponding to such Mortgage Pool, and

(ii) the portion of the LPO Interest attributable to the Discount Mortgage Loans

in the Mortgage Pool corresponding to such LZZZ Interest.

Unless a Cross-over Situation (as defined below) exists, principal and

Realized Losses arising with respect to each Mortgage Pool shall be allocated

first to cause the L1 and L2 Interests corresponding to such Mortgage Pool to

equal 0.9% and 0.1% of the Group Subordinate Amount of such Mortgage Pool as of

such Distribution Date (after distributions of principal and allocation of

Realized Losses are made) and all excess principal and Realized Losses shall be

<PAGE>

allocated to the LZZZ Interest corresponding to such Mortgage Pool. A L1, L2 or

LZZZ Interest that is allocated principal on any Distribution Date shall receive

such principal, and have its principal balance reduced by the amount of such

principal, on such Distribution Date. Similarly, a L1, L2 or LZZZ Interest that

is allocated a Realized Loss on any Distribution Date shall have its principal

balance reduced by the amount of such Realized Loss on such Distribution Date.

A "Cross-over Situation" exists if on any Distribution Date (after taking

into account distributions of principal and allocations of Realized Losses on

such Distribution Date) the L1 and L2 Interests corresponding to any Mortgage

Pool are in the aggregate less than 1% of the Group Subordinate Amount of the

corresponding Mortgage Pool. If a Cross-over Situation exists on any

Distribution Date, and the weighted average interest rate of the outstanding L1

and L2 Interests is less than the Pass-Through Rate for any Class of Subordinate

Certificates for the following Distribution Date, a Principal Reallocation

Payment (as defined below) shall be made proportionately to the outstanding L1

Interests prior to any other distributions of principal from each such Mortgage

Pool so that the Calculation Rate equals the Pass-Through Rate for each Class of

Subordinate Certificates. If a Cross-over Situation exists on any Distribution

Date, and the weighted average rate of the outstanding L1 and L2 Interests is

greater than the Pass-Through Rate for any Class of Subordinate Certificates for

the following Distribution Date, a Principal Reallocation Payment shall be made

proportionately to the outstanding L2 Interests prior to any other distributions

of principal from each such Mortgage Pool so that the Calculation Rate equals

the Pass-Through Rate for each Class of Subordinate Certificates. A "Principal

Reallocation Payment" is a distribution of the minimum amount of principal that

causes the Calculation Rate (as defined below) with respect to the outstanding

L1 and L2 Interests to equal the Pass-Through Rate for each Class of Subordinate

Certificates. The "Calculation Rate" shall equal the product of (i) 10 and (ii)

the weighted average interest rate of the outstanding L1 and L2 Interests,

treating each L1 Interest as capped at zero or reduced by a fixed percentage of

100% of the interest accruing on such class. Principal Reallocation Payments

shall be made from principal received on the Mortgage Loans from a Mortgage Pool

and shall also consist of a proportionate allocation of Realized Losses from the

Mortgage Loans of a Mortgage Pool. For purposes of making Principal Reallocation

Payments, to the extent that the principal received during the applicable

collection period from the related Mortgage Pool or Mortgage Pools and related

Realized Losses are insufficient to make the necessary reduction of principal,

then interest shall accrue on the LZZZ Interest (and be added to its principal

balance) of the related Mortgage Pool or Mortgage Pools to allow the necessary

Principal Reallocation Payment to be made. The Calculation Rate is designed to

always equal the Pass-Through Rate of each Class of Subordinated Certificates.

If a Cross-over Situation exists, the aggregate principal balances of the

outstanding L1 and L2 Interests of all of the Mortgage Pools shall not be

reduced below one percent of the aggregate Pool Principal Balance of all of the

Mortgage Pools for the following Distribution Date in excess of the Senior

Certificates as of the related Distribution Date (after taking into account

distributions of principal and allocations of Realized Losses on such

Distribution Date). To the extent this limitation prevents the distribution of

principal to the L1 and L2 Interests of a Mortgage Pool and the related LZZZ

Interest has already been reduced to zero, such excess principal from such

Mortgage Pool shall be paid proportionately to the LZZZ Interests of the

Mortgage Pool or Mortgage Pools whose aggregate L1 and L2 Interests are less

than one percent of the related Group Subordinate Amount. Any such shortfall as

<PAGE>

a result of the Mortgage Pool or Mortgage Pools receiving the extra payment

having a Designated Mortgage Pool Rate (as defined below) lower than the

Designated Mortgage Pool Rate of the Mortgage Pool or Mortgage Pools from which

the payment was reallocated shall be treated as a Realized Loss and if excess

arises as a result of the Mortgage Pool receiving the extra payment having a

Designated Mortgage Pool Rate higher than the Mortgage Pool from which the

payment was reallocated it shall reimburse the Middle REMIC for prior Realized

Losses.

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

Middle Corresponding Class or Interest

REMIC

Interest Middle REMIC Middle REMIC

or Residual Interest Balance Interest Rate

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

Interest Principal

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

M-I-A-1 $154,123,000.00 5.50% I-A-1 I-A-1

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

M-I-A-2 $ 15,274,000.00 5.50% I-A-2 I-A-2

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

M-I-A-3 $ 25,000,000.00 5.50% I-A-3, I-A-4 (2) I-A-3

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

M-I-A-5 $ 22,414,000.00 5.50% I-A-5 I-A-5

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

M-I-A-RU $ 100.00 5.50% RU Interest RU Interest

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

M-I-PO $ 603,308.65 N/A N/A I-A-PO

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

M-II-A-1 $ 22,220,000.00 5.00% II-A-1 II-A-1

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

M-II-PO $ 104,882.77 N/A N/A II-A-PO

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

M-B-1 $ 4,202,000.00 (1) B-1 B-1

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

M-B-2 $ 1,359,000.00 (1) B-2 B-2

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

M-B-3 $ 618,000.00 (1) B-3 B-3

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

M-B-4 $ 494,000.00 (1) B-4 B-4

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

M-B-5 $ 371,000.00 (1) B-5 B-5

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

M-B-6 $ 371,181.92 (1) B-6 B-6

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

RM $ 0.00 N/A N/A N/A

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

Total

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

(1) The Middle REMIC Interest Rate for the Middle REMIC Interest M-B-1, Middle

REMIC Interest M-B-2, Middle REMIC Interest M-B-3, Middle REMIC Interest M-B-4,

Middle REMIC Interest M-B-5, Middle REMIC Interest M-B-6 shall equal the

Calculation Rate as defined in this Section 2.7. The Pass-Through Rate on each

Class of Subordinated Certificates is variable and will be equal to the weighted

average of the Middle REMIC Interest Rates on Middle REMIC Interest M-B-1,

Middle REMIC Interest M-B-2, Middle REMIC Interest M-B-3, Middle REMIC Interest

M-B-4, Middle REMIC Interest M-B-5, Middle REMIC Interest M-B-6, weighted on the

basis of the principal balance of each such Middle REMIC Interest.

(2) Interest at the rate of 0.085% is used to pay the AGC Premium.

On each Distribution Date Available Funds shall be distributed with

respect to the Middle REMIC Interests in a manner such that:

<PAGE>

(a) interest accrued, if any, on each Middle REMIC Interest is

distributed with respect to each such Middle REMIC Interest in the

same manner that Accrued Certificate Interest is distributed with

respect to the Corresponding Class or Classes of Certificates

pursuant to Section 4.2; and

(b) principal is distributed (and Realized Losses shall be allocated)

with respect to each such Middle REMIC Interest in the same manner

that principal is distributed (and Realized Losses is allocated)

with respect to the Corresponding Class or Classes of Certificates

pursuant to Section 4.2 and Section 4.4.

The Class L-I-PO Interest shall be entitled to receive the Class PO

Principal Distribution Amount for Pool I.

The Class L-II-PO Interest shall be entitled to receive the Class PO

Principal Distribution Amount for Pool II.

The foregoing REMIC structure is intended to cause all of the cash from

the Mortgage Loans to flow through to the Upper REMIC as cash flow on a REMIC

regular interest, without creating any shortfall-actual or potential (other than

for credit losses) to any REMIC regular interest. To the extent that the

structure is believed to diverge from such intention the Trustee shall resolve

ambiguities to accomplish such result and shall to the extent necessary rectify

any drafting errors or seek clarification to the structure without

Certificateholder approval (but with guidance of counsel) to accomplish such

intention.

SECTION 2.8 Covenants of the Master Servicer.

The Master Servicer hereby covenants to the Depositor and the Trustee as

follows:

(a) the Master Servicer shall comply in the performance of its

obligations under this Agreement with all reasonable rules and

requirements of the insurer under each Required Insurance Policy;

and

(b) no written information, certificate of an officer, statement

furnished in writing or written report delivered to the Depositor,

any affiliate of the Depositor or the Trustee and prepared by the

Master Servicer pursuant to this Agreement will contain any untrue

statement of a material fact or omit to state a material fact

necessary to make such information, certificate, statement or report

not misleading.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.1 Master Servicer to Service Mortgage Loans.

For and on behalf of the Certificateholders, the Master Servicer shall

service and administer the Mortgage Loans in accordance with the terms of (i)

the Servicing Rights Transfer and Subservicing Agreement, pursuant to which

First Tennessee Mortgage Services, Inc. engaged the Master Servicer to

subservice the Mortgage Loans, (ii) this Agreement and (iii) the customary and

usual standards of practice of prudent mortgage loan servicers; provided that if

there is a conflict between the terms of the Servicing Agreement and the

<PAGE>

Servicing Rights Transfer and Subservicing Agreement, on the one hand, and this

Agreement, on the other hand, the terms of this Agreement shall prevail. In

connection with such servicing and administration, the Master Servicer shall

have full power and authority, acting alone and/or through Subservicers as

provided in Section 3.2 hereof, to do or cause to be done any and all things

that it may deem necessary or desirable in connection with such servicing and

administration, including but not limited to, the power and authority, subject

to the terms hereof (i) to execute and deliver, on behalf of the

Certificateholders and the Trustee, customary consents or waivers and other

instruments and documents, (ii) to consent to transfers of any Mortgaged

Property and assumptions of the Mortgage Notes and related Mortgages (but only

in the manner provided in this Agreement), (iii) to collect any Insurance

Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or

other conversion of the ownership of the Mortgaged Property securing any

Mortgage Loan; provided that the Master Servicer shall not take any action that

is inconsistent with or prejudices the interests of the Trust Fund or the

Certificateholders in any Mortgage Loan or the rights and interests of the

Depositor, the Trustee and the Certificateholders under this Agreement. The

Master Servicer shall represent and protect the interests of the Trust Fund in

the same manner as it protects its own interests in mortgage loans in its own

portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and

shall not make or permit any modification, waiver or amendment of any Mortgage

Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC

or result in the imposition of any tax under Section 860F(a) or Section 860G(d)

of the Code. Without limiting the generality of the foregoing, the Master

Servicer, in its own name or in the name of the Depositor and the Trustee, is

hereby authorized and empowered by the Depositor and the Trustee, when the

Master Servicer believes it appropriate in its reasonable judgment, to execute

and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or

any of them, any and all instruments of satisfaction or cancellation, or of

partial or full release or discharge and all other comparable instruments, with

respect to the Mortgage Loans, and with respect to the Mortgaged Properties held

for the benefit of the Certificateholders. The Master Servicer shall prepare and

deliver to the Depositor and/or the Trustee such documents requiring execution

and delivery by either or both of them as are necessary or appropriate to enable

the Master Servicer to service and administer the Mortgage Loans to the extent

that the Master Servicer is not permitted to execute and deliver such documents

pursuant to the preceding sentence. Upon receipt of such documents, the

Depositor and/or the Trustee shall execute such documents and deliver them to

the Master Servicer. The Master Servicer further is authorized and empowered by

the Trustee, on behalf of the Certificateholders and the Trustee, in its own

name or in the name of the Subservicer, when the Master Servicer or the

Subservicer as the case may be, believes it appropriate in its best judgment to

registration of any Mortgage Loan on the MERS(R) System, to execute and deliver,

on behalf of the Trustee and the Certificateholders or any of them, any and all

instruments of assignment and other comparable instruments with respect to such

assignment or re-recording of a Mortgage in the name of MERS, solely as nominee

for the Trustee and its successors and assigns.

In accordance with the standards of the preceding paragraph, the Master

Servicer shall advance or cause to be advanced funds as necessary for the

purpose of effecting the payment of taxes and assessments on the Mortgaged

Properties, which advances shall be reimbursable in the first instance from

related collections from the Mortgagors pursuant to Section 3.6, and further as

provided in Section 3.8. The costs incurred by the Master Servicer, if any, in

<PAGE>

effecting the timely payments of taxes and assessments on the Mortgaged

Properties and related insurance premiums shall not, for the purpose of

calculating monthly distributions to the Certificateholders, be added to the

Stated Principal Balances of the related Mortgage Loans, notwithstanding that

the terms of such Mortgage Loans so permit.

SECTION 3.2 Subservicing; Enforcement of the Obligations of

Servicers.

(a) The Master Servicer may arrange for the subservicing of any Mortgage

Loan by a Subservicer pursuant to a subservicing agreement;

provided, however, that such subservicing arrangement and the terms

of the related subservicing agreement must provide for the servicing

of such Mortgage Loans in a manner consistent with the servicing

arrangements contemplated hereunder. Unless the context otherwise

requires, references in this Agreement to actions taken or to be

taken by the Master Servicer in servicing the Mortgage Loans include

actions taken or to be taken by a Subservicer on behalf of the

Master Servicer. Notwithstanding the provisions of any subservicing

agreement, any of the provisions of this Agreement relating to

agreements or arrangements between the Master Servicer and a

Subservicer or reference to actions taken through a Subservicer or

otherwise, the Master Servicer shall remain obligated and liable to

the Depositor, the Trustee and the Certificateholders for the

servicing and administration of the Mortgage Loans in accordance

with the provisions of this Agreement without diminution of such

obligation or liability by virtue of such subservicing agreements or

arrangements or by virtue of indemnification from the Subservicer

and to the same extent and under the same terms and conditions as if

the Master Servicer alone were servicing and administering the

Mortgage Loans. All actions of each Subservicer performed pursuant

to the related subservicing agreement shall be performed as an agent

of the Master Servicer with the same force and effect as if

performed directly by the Master Servicer.

(b) For purposes of this Agreement, the Master Servicer shall be deemed

to have received any collections, recoveries or payments with

respect to the Mortgage Loans that are received by a Subservicer

regardless of whether such payments are remitted by the Subservicer

to the Master Servicer.

SECTION 3.3 Rights of the Depositor and the Trustee in Respect of

the Master Servicer.

The Depositor may, but is not obligated to, enforce the obligations of the

Master Servicer hereunder and may, but is not obligated to, perform, or cause a

designee to perform, any defaulted obligation of the Master Servicer hereunder

and in connection with any such defaulted obligation to exercise the related

rights of the Master Servicer hereunder; provided that the Master Servicer shall

not be relieved of any of its obligations hereunder by virtue of such

performance by the Depositor or its designee. Neither the Trustee nor the

Depositor shall have any responsibility or liability for any action or failure

to act by the Master Servicer nor shall the Trustee or the Depositor be

obligated to supervise the performance of the Master Servicer hereunder or

otherwise.

<PAGE>

SECTION 3.4 Trustee to Act as Master Servicer.

In the event that the Master Servicer shall for any reason no longer be

the Master Servicer hereunder (including by reason of an Event of Default), the

Trustee or its successor shall thereupon assume all of the rights and

obligations of the Master Servicer hereunder arising thereafter (except that the

Trustee shall not be (i) liable for losses of the Master Servicer pursuant to

Section 3.9 hereof or any acts or omissions of the predecessor Master Servicer

hereunder), (ii) obligated to make Advances if it is prohibited from doing so by

applicable law, (iii) obligated to effectuate repurchases or substitutions of

Mortgage Loans hereunder including, but not limited to, repurchases or

substitutions of Mortgage Loans pursuant to Section 2.2 or 2.3 hereof, (iv)

responsible for expenses of the Master Servicer pursuant to Section 2.3 or (v)

deemed to have made any representations and warranties of the Master Servicer

hereunder). Any such assumption shall be subject to Section 7.2 hereof. If the

Master Servicer shall for any reason no longer be the Master Servicer (including

by reason of any Event of Default), the Trustee or its successor shall succeed

to any rights and obligations of the Master Servicer under each subservicing

agreement.

The Master Servicer shall, upon request of the Trustee, but at the expense

of the Master Servicer, deliver to the assuming party all documents and records

relating to each subservicing agreement or substitute subservicing agreement and

the Mortgage Loans then being serviced thereunder and an accounting of amounts

collected or held by it and otherwise use its best efforts to effect the orderly

and efficient transfer of the substitute subservicing agreement to the assuming

party.

SECTION 3.5 Collection of Mortgage Loan Payments; Certificate

Account; Distribution Account.

(a) The Master Servicer shall make reasonable efforts in accordance with

the customary and usual standards of practice of prudent mortgage

servicers to collect all payments called for under the terms and

provisions of the Mortgage Loans to the extent such procedures shall

be consistent with this Agreement and the terms and provisions of

any related Required Insurance Policy. Consistent with the

foregoing, the Master Servicer may in its discretion (i) waive any

late payment charge or any prepayment charge or penalty interest in

connection with the prepayment of a Mortgage Loan and (ii) extend

the due dates for payments due on a Mortgage Note for a period not

greater than 180 days; provided, however, that the Master Servicer

cannot extend the maturity of any such Mortgage Loan past the date

on which the final payment is due on the latest maturing Mortgage

Loan as of the Cut-off Date. In the event of any such arrangement,

the Master Servicer shall make Advances on the related Mortgage Loan

in accordance with the provisions of Section 4.1 during the

scheduled period in accordance with the amortization schedule of

such Mortgage Loan without modification thereof by reason of such

arrangements. The Master Servicer shall not be required to institute

or join in litigation with respect to collection of any payment

(whether under a Mortgage, Mortgage Note or otherwise or against any

public or governmental authority with respect to a taking or

condemnation) if it reasonably believes that enforcing the provision

of the Mortgage or other instrument pursuant to which such payment

is required is prohibited by applicable law.

<PAGE>

(b) The Master Servicer shall establish and maintain the Certificate

Account. The Certificate Account shall consist of two separate

subaccounts, each of which shall relate to a particular Mortgage

Pool. The Master Servicer shall deposit or cause to be deposited

into the appropriate subaccount of the Certificate Account no later

than two Business Days after receipt, except as otherwise

specifically provided herein, the following payments and collections

remitted by Subservicers or received by it in respect of the

Mortgage Loans subsequent to the Cut-off Date (other than in respect

of principal and interest due on the Mortgage Loans on or before the

Cut-off Date) and the following amounts required to be deposited

hereunder:

(i) all payments on account of principal on the Mortgage Loans in

the related Mortgage Pool, including Principal Prepayments;

(ii) all payments on account of interest on the Mortgage Loans in

the related Mortgage Pool, net of the related Master Servicing

Fee, any Prepayment Interest Excess and, for so long as First

Horizon is the Master Servicer, any Retained Yield;

(iii) all Insurance Proceeds and Liquidation Proceeds in respect of

the related Mortgage Loans in the related Mortgage Pool, other

than proceeds to be applied to the restoration or repair of

the Mortgaged Property or released to the Mortgagor in

accordance with the Master Servicer's normal servicing

procedures;

(iv) any amount required to be deposited by the Master Servicer in

respect of the related Mortgage Pool pursuant to Section

3.5(c) in connection with any losses on Permitted Investments;

(v) any amounts required to be deposited by the Master Servicer in

respect of the related Mortgage Pool pursuant to Section

3.9(b) and 3.9(d);

(vi) all Substitution Adjustment Amounts in respect of the related

Mortgage Pool;

(vii) all Advances in respect of the related Mortgage Pool made by

the Master Servicer pursuant to Section 4.1; and

(viii) any other amounts required to be deposited hereunder in

respect of the related Mortgage Pool.

In addition, with respect to any Mortgage Loan that is subject to a

buydown agreement, on each Due Date for such Mortgage Loan, in addition to

the monthly payment remitted by the Mortgagor, the Master Servicer shall

cause funds to be deposited into the applicable subaccount of the

Certificate Account in an amount required to cause an amount of interest

to be paid with respect to such Mortgage Loan equal to the amount of

interest that has accrued on such Mortgage Loan from the preceding Due

Date at the related Adjusted Mortgage Rate on such date.

<PAGE>

The foregoing requirements for remittance by the Master Servicer

shall be exclusive, it being understood and agreed that, without limiting

the generality of the foregoing, payments in the nature of prepayment

penalties, late payment charges, assumption fees or amounts attributable

to reimbursements of Advances, if collected, need not be remitted by the

Master Servicer. In the event that the Master Servicer shall remit any

amount not required to be remitted, it may at any time withdraw or direct

the institution maintaining the Certificate Account to withdraw such

amount from the Certificate Account, any provision herein to the contrary

notwithstanding. Such withdrawal or direction may be accomplished by

delivering written notice thereof to the Trustee or such other institution

maintaining the Certificate Account which describes the amounts deposited

in error in the Certificate Account. The Master Servicer shall maintain

adequate records with respect to all withdrawals made pursuant to this

Section. All funds deposited in the Certificate Account shall be held in

trust for the Certificateholders until withdrawn in accordance with

Section 3.8.

Certificateholders, the Distribution Account. The Distribution

Account shall consist of two separate subaccounts, each of which

shall relate to a particular Mortgage Pool. The Trustee shall,

promptly upon receipt, deposit in the Distribution Account and

retain therein the following:

(i) the aggregate amount remitted by the Master Servicer to the

Trustee in respect of a Mortgage Pool pursuant to Section

3.8(a)(ix);

(ii) any amount deposited by the Master Servicer pursuant to this

Section 3.5(c) in connection with any losses on Permitted

Investments; and

(iii) any other amounts deposited hereunder which are required to be

deposited in the Distribution Account.

In the event that the Master Servicer shall remit any amount not

required to be remitted, it may at any time direct the Trustee to withdraw

such amount from the applicable subaccount of the Distribution Account,

any provision herein to the contrary notwithstanding. Such direction may

be accomplished by delivering an Officer's Certificate to the Trustee

which describes the amounts deposited in error in the Distribution

Account. All funds deposited in the Distribution Account shall be held by

the Trustee in trust for the related Certificateholders until disbursed in

accordance with this Agreement or withdrawn in accordance with Section

3.8. In no event shall the Trustee incur liability for withdrawals from

the Distribution Account at the direction of the Master Servicer.

(iv) The institutions at which the Certificate Account and the

Distribution Account are maintained shall invest funds as directed

by the Master Servicer in Permitted Investments which in both cases

shall mature not later than (i) in the case of the Certificate

Account, the second Business Day next preceding the related

Distribution Account Deposit Date (except that if such Permitted

Investment is an obligation of the institution that maintains such

account, then such Permitted Investment shall mature not later than

the Business Day next preceding such Distribution Account Deposit

<PAGE>

Date) and (ii) in the case of the Distribution Account, the Business

Day next preceding the Distribution Date (except that if such

Permitted Investment is an obligation of the institution that

maintains such fund or account, then such Permitted Investment shall

mature not later than such Distribution Date) and, in each case,

shall not be sold or disposed of prior to its maturity. If the

Master Servicer does not provide such prior written investment

direction, the funds in such accounts will be held uninvested. All

such Permitted Investments shall be made in the name of the Trustee,

for the benefit of the Certificateholders. All income and gain net

of any losses realized from any such investment of funds on deposit

in the Certificate Account shall be for the benefit of the Master

Servicer as servicing compensation and all income and gain net of

any losses realized from any such investment of funds on deposit in

the Distribution Account shall be for the benefit of the Trustee.

The amount of any Realized Losses in the Certificate Account in

respect of any such investments shall promptly be deposited by the

Master Servicer in the Certificate Account and the amount of any

Realized Losses in the Distribution Account in respect of any such

investments shall promptly be deposited by the Trustee into the

Distribution Account. All reinvestment income earned on amounts on

deposit in the Distribution Account shall be for the benefit of the

Trustee. The Trustee in its fiduciary capacity shall not be liable

for the amount of any loss incurred in respect of any investment or

lack of investment of funds held in the Certificate Account and made

in accordance with this Section 3.5.

(v) The Master Servicer shall give notice to the Trustee, the Seller,

AGC, each Rating Agency and the Depositor of any proposed change of

the location of the Certificate Account prior to any change thereof.

The Trustee shall give notice to the Master Servicer, the Seller,

AGC, each Rating Agency and the Depositor of any proposed change of

the location of the Distribution Account prior to any change

thereof.

SECTION 3.6 Collection of Taxes, Assessments and Similar Items;

Escrow Accounts.

(a) To the extent required by the related Mortgage Note and not

violative of current law, the Master Servicer shall establish and

maintain one or more accounts (each, an "Escrow Account") and

deposit and retain therein all collections from the Mortgagors (or

advances by the Master Servicer) for the payment of taxes,

assessments, hazard insurance premiums or comparable items for the

account of the Mortgagors. Nothing herein shall require the Master

Servicer to compel a Mortgagor to establish an Escrow Account in

violation of applicable law.

(b) Withdrawals of amounts so collected from the Escrow Accounts may be

made only to effect timely payment of taxes, assessments, hazard

insurance premiums, condominium or PUD association dues, or

comparable items, to reimburse the Master Servicer out of related

<PAGE>

collections for any payments made pursuant to Sections 3.1 hereof

(with respect to taxes and assessments and insurance premiums) and

3.9 hereof (with respect to hazard insurance), to refund to any

Mortgagors any sums determined to be overages, to pay interest, if

required by law or the terms of the related Mortgage or Mortgage

Note, to Mortgagors on balances in the Escrow Account or to clear

and terminate the Escrow Account at the termination of this

Agreement in accordance with Section 9.1 hereof. The Escrow Accounts

shall not be a part of the Trust Fund.

Section 3.6(a) that are not timely paid by the Mortgagors on the

date when the tax, premium or other cost for which such payment is

intended is due, but the Master Servicer shall be required so to

advance only to the extent that such advances, in the good faith

judgment of the Master Servicer, will be recoverable by the Master

Servicer out of Insurance Proceeds, Liquidation Proceeds or

otherwise.

SECTION 3.7 Access to Certain Documentation and Information

Regarding the Mortgage Loans.

The Master Servicer shall afford the Depositor and the Trustee reasonable

access to all records and documentation regarding the Mortgage Loans and all

accounts, insurance information and other matters relating to this Agreement,

such access being afforded without charge, but only upon reasonable request and

during normal business hours at the office designated by the Master Servicer.

Upon reasonable advance notice in writing, the Master Servicer will

provide to each Certificateholder or Certificate Owner which is a savings and

loan association, bank or insurance company certain reports and reasonable

access to information and documentation regarding the Mortgage Loans sufficient

to permit such Certificateholder or Certificate Owner to comply with applicable

regulations of the OTS or other regulatory authorities with respect to

investment in the Certificates; provided that the Master Servicer shall be

entitled to be reimbursed by each such Certificateholder or Certificate Owner

for actual expenses incurred by the Master Servicer in providing such reports

and access.

SECTION 3.8 Permitted Withdrawals from the Certificate Account and

Distribution Account.

(a) The Master Servicer may from time to time make withdrawals from the

applicable subaccount of the Certificate Account for the following

purposes:

(i) to the extent not previously retained by the Master Servicer,

to pay to First Horizon the Retained Yield and to pay to the

Master Servicer the master servicing compensation to which it

is entitled pursuant to Section 3.14, and earnings on or

investment income with respect to funds in or credited to the

Certificate Account as additional master servicing

compensation;

(ii) to the extent not previously retained by the Master Servicer,

to reimburse the Master Servicer for unreimbursed Advances

made by it in respect of the related Mortgage Pool, such right

<PAGE>

of reimbursement pursuant to this subclause (ii) being limited

to amounts received on the Mortgage Loan(s) in respect of

which any such Advance was made;

(iii) to reimburse the Master Servicer for any Nonrecoverable

Advance previously made in respect of the related Mortgage

Pool;

(iv) to reimburse the Master Servicer for Insured Expenses from the

related Insurance Proceeds in respect of the related Mortgage

Pool;

(v) to reimburse the Master Servicer for (a) unreimbursed

Servicing Advances in respect of the related Mortgage Pool,

the Master Servicer's right to reimbursement pursuant to this

clause (a) with respect to any Mortgage Loan being limited to

amounts received on such Mortgage Loan(s) which represent late

recoveries of the payments for which such advances were made

pursuant to Section 3.1 or Section 3.6 and (b) for unpaid

Master Servicing Fees as provided in Section 3.11 hereof;

(vi) to pay to the Seller or Master Servicer, as applicable, with

respect to each Mortgage Loan in respect of the related

Mortgage Pool or property acquired in respect thereof that has

been purchased pursuant to Section 2.2, 2.3 or 3.11, all

amounts received thereon after the date of such purchase;

(vii) to reimburse the Seller, the Master Servicer or the Depositor

for expenses incurred by any of them and reimbursable pursuant

to Section 6.3 hereof;

(viii) to withdraw any amount deposited in the Certificate Account

and not required to be deposited therein;

(ix) on or prior to the Distribution Account Deposit Date, to

withdraw an amount equal to the related Available Funds, the

Trustee Fee and the AGC Premium for such Distribution Date and

remit such amount to the Trustee for deposit in the

Distribution Account; and

(x) to clear and terminate the Certificate Account upon

termination of this Agreement pursuant to Section 9.1 hereof.

The Master Servicer shall keep and maintain separate accounting, on

a Mortgage Loan-by-Mortgage Loan basis and on a Mortgage Pool-by-Mortgage

Pool basis, for the purpose of justifying any withdrawal from the

Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and

(vi). Prior to making any withdrawal from the Certificate Account pursuant

to subclause (iii), the Master Servicer shall deliver to the Trustee an

Officer's Certificate of a Servicing Officer indicating the amount of any

previous Advance determined by the Master Servicer to be a Nonrecoverable

Advance and identifying the related Mortgage Loans(s), and their

respective portions of such Nonrecoverable Advance.

The Master Servicer shall distribute the Retained Yield, if any, to

First Horizon on each Distribution Account Deposit Date during the term of

this Agreement.

<PAGE>

(b) The Trustee shall withdraw funds from the applicable subaccount of

the Distribution Account for distributions to the related

Certificateholders in the manner specified in this Agreement (and to

withhold from the amounts so withdrawn, the amount of any taxes that

it is authorized to withhold pursuant to the last paragraph of

Section 8.11). In addition, the Trustee may (and with respect to

clauses (i) and (ii) below, shall), prior to making the distribution

pursuant to Section 4.2 from time to time make withdrawals from the

Distribution Account for the following purposes:

(i) to pay to itself the Trustee Fee for the related Distribution

Date;

(ii) to pay the AGC Premium to AGC for the related Distribution

Date;

(iii) to pay to itself earnings on or investment income with respect

to funds in the Distribution Account;

(iv) to withdraw and return to the Master Servicer any amount

deposited in the Distribution Account and not required to be

deposited therein; and

(v) to clear and terminate the Distribution Account upon

termination of the Agreement pursuant to Section 9.1 hereof.

SECTION 3.9 Maintenance of Hazard Insurance; Maintenance of Primary

Insurance Policies.

(a) The Master Servicer shall cause to be maintained, for each Mortgage

Loan, hazard insurance with extended coverage in an amount that is

at least equal to the lesser of (i) the maximum insurable value of

the improvements securing such Mortgage Loan or (ii) the greater of

(y) the outstanding principal balance of the Mortgage Loan and (z)

an amount such that the proceeds of such policy shall be sufficient

to prevent the Mortgagor and/or the mortgagee from becoming a

co-insurer. Each such policy of standard hazard insurance shall

contain, or have an accompanying endorsement that contains, a

standard mortgagee clause. Any amounts collected by the Master

Servicer under any such policies (other than the amounts to be

applied to the restoration or repair of the related Mortgaged

Property or amounts released to the Mortgagor in accordance with the

Master Servicer's normal servicing procedures) shall be deposited in

the applicable subaccount of the Certificate Account. Any cost

incurred by the Master Servicer in maintaining any such insurance

shall not, for the purpose of calculating monthly distributions to

the Certificateholders or remittances to the Trustee for their

benefit, be added to the principal balance of the Mortgage Loan,

notwithstanding that the terms of the Mortgage Loan so permit. Such

costs shall be recoverable by the Master Servicer out of late

payments by the related Mortgagor or out of Liquidation Proceeds to

the extent permitted by Section 3.8 hereof. It is understood and

agreed that no earthquake or other additional insurance is to be

required of any Mortgagor or maintained on property acquired in

respect of a Mortgage other than pursuant to such applicable laws

and regulations as shall at any time be in force and as shall

<PAGE>

require such additional insurance. If the Mortgaged Property is

located at the time of origination of the Mortgage Loan in a

federally designated special flood hazard area and such area is

participating in the national flood insurance program, the Master

Servicer shall cause flood insurance to be maintained with respect

to such Mortgage Loan. Such flood insurance shall be in an amount

equal to the least of (i) the original principal balance of the

related Mortgage Loan, (ii) the replacement value of the

improvements which are part of such Mortgaged Property, and (iii)

the maximum amount of such insurance available for the related

Mortgaged Property under the national flood insurance program.

(b) In the event that the Master Servicer shall obtain and maintain a

blanket policy insuring against hazard losses on all of the Mortgage

Loans, it shall conclusively be deemed to have satisfied its

obligations as set forth in the first sentence of this Section, it

being understood and agreed that such policy may contain a