UNDERWRITING AGREEMENT

FIRST HORIZON ASSET SECURITIES INC.

MORTGAGE PASS-THROUGH CERTIFICATES
(Issuable in Series)

UNDERWRITING AGREEMENT

Ladies and Gentlemen:

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

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

          Whenever the Company determines to make an offering of Certificates (each, a “Certificate Offering”) pursuant to this underwriting agreement ( the “Agreement”) through you, it will enter into an agreement (the “Terms Agreement”) providing for the sale of specified Classes of Offered Certificates (as defined below) to, and the purchase and public offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the underwriters in any such Terms Agreement being referred to herein as “Underwriters,” which term shall include you whether acting alone in the sale of any Series of Certificates or as a member of an underwriting syndicate). Each such Certificate Offering that the Company elects to make pursuant to this Agreement shall be

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governed by this Agreement, as supplemented by the related Terms Agreement. Each Terms Agreement, which shall be substantially in the form of Exhibit A hereto, shall specify, among other things, the Classes of Certificates to be purchased by the Underwriters (the “Offered Certificates”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 14 hereof) and the principal amount of the Offered Certificates which each severally agrees to purchase, the names of such other Underwriters, if any, acting as co-managers with you in connection with each offering, the principal balance or balances of the Offered Certificates, each subject to any stated variance, and the price or prices at which such Offered Certificates are to be purchased by the Underwriters from the Company.

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

                    (a) The registration statement specified in the related Terms Agreement, on Form S-3, including a prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Act”), of mortgage pass-through certificates issuable in series, which registration statement has been declared effective by the Commission. Such registration statement, as amended to the date of the related Terms Agreement, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of the Registration Statement, is hereinafter called the “Registration Statement,” and such prospectus (the “Base Prospectus”), as such Base Prospectus is supplemented by a prospectus supplement relating to the Offered Certificates of the related Series, each in the form first filed after the date of the related Terms Agreement pursuant to Rule 424(b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Exchange Act on or before the date of such prospectus supplement (such prospectus supplement, including such incorporated documents and any information that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A under the Act, in the form first filed after the date of the related Terms Agreement pursuant to Rule 424(b) and that discloses the public offering price and other final terms of the Offered Certificates, is hereinafter called the “Prospectus Supplement”), is hereinafter called the “Prospectus.” Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act.

                    (b) The related Registration Statement, at the time it became effective and at each Time of Sale, and the Prospectus contained therein, and any amendments thereof and supplements thereto filed prior to the date of the related Terms Agreement, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; on the date of the related Terms Agreement and on each Closing Date (as defined in Section 3 hereof), the related Registration Statement and the related Prospectus, and any amendments thereof and supplements thereto, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; such

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Registration Statement (including for these purposes any portion of the Applicable Static Pool Information (as defined in Section 8(b)(i)) deemed not part of the Registration Statement on account of Item 1105(d) of Regulation AB under the Act), at the time it became effective and at each Time of Sale, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; such Prospectus (including for these purposes any portion of the Applicable Static Pool Information (as defined in Section 8(b)(i)) deemed not part of such Prospectus on account of Item 1105(d) of Regulation AB under the Act), on the date of any filing pursuant to Rule 424(b) and on the related Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and the detailed description (each, a “Detailed Description”) filed in connection with any Pre-Funding Arrangement referred to in any such Prospectus, on each closing date relating to the purchase of the related subsequent Mortgage Loans and the date of any filing thereof under cover of Form 8-K, will not include any untrue statement of a material fact or omit to state any information which such Definitive Free Writing Prospectus or Prospectus states will be included in such Detailed Description; provided, however , that the Company makes no representations or warranties as to any Underwriter Information. Unless otherwise specified in the related Terms Agreement, “Underwriter Information” shall mean any information contained in or omitted from the portions of such Prospectus (or any amendment or supplement thereto) set forth in the first sentence of the last paragraph of the cover page thereof and the second sentence of the first paragraph and the first sentence of the second paragraph, in each case, under the caption “Underwriting” therein. In addition, the related Initial Issuer Free Writing Prospectus (as defined in Section 8(b)(i), as amended or supplemented by any Corrected Issuer Free Writing Prospectus (as defined in Section 8(l)(i)), will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in either case at the Time of Sale (as defined in Section 8(f)) to the applicable investor; provided however , that no representation is made as to the effect of the omission from any Issuer Free Writing Prospectus of any information of the type specified in Exhibit B  hereto as “Supplemental Information”.

                    (c) (i) At the time of the filing of the Registration Statement and (ii) at the date of the Terms Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act, all as described in Rule 405.

                    (d) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Certificates or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or

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development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use in the preparation thereof.

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

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

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

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

          2. Purchase and Sale . Subject to the execution of the Terms Agreement for a particular Certificate Offering and subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement and such Terms Agreement, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the respective original principal

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amounts of the Offered Certificates set forth in the applicable Terms Agreement opposite the name of such Underwriter, plus any additional original principal amount of Offered Certificates which such Underwriter may be obligated to purchase pursuant to Section 14 hereof at the purchase price therefor set forth in such Terms Agreement (the “Purchase Price”).

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

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

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

          4. Offerings by the Underwriters . It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the related Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Certificates that is reasonably requested by the Company, from time to time (but not in excess of three years from the applicable closing date), and necessary for the Company to comply with its tax reporting obligations, including, without limitation, the issue price of the Certificates.

          Each Underwriter agrees that it will not sell or transfer any Certificate or interest therein in the initial sale or transfer of such Certificate by such Underwriter in an amount less than the minimum denomination for such Certificate set forth in the related Prospectus Supplement.

          Each Underwriter further agrees that (i) if the Prospectus is not delivered to an investor with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by an investor who receives a

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confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such investor without charge; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in portable document format (pdf), then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf. Each Underwriter further agrees that (i) if it delivers to an investor a pdf version of the Prospectus, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirement.

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

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

                    (b) If, at any time when a Prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, any event occurs as a result of which the related Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement the related Prospectus to comply with the Act or the rules thereunder, the Company promptly shall notify the Underwriters of such event and prepare and file with the

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Commission, subject to the penultimate sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.

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

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

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

                    (f) Unless otherwise specified in the related Terms Agreement, the Company will pay, and First Horizon Home Loan Corporation will cause the Company to pay, all expenses incident to the performance of the Company’s obligations under this Agreement and the applicable Terms Agreement, including and without limitation those related to: (i) the filing of the Registration Statement with respect to the Certificates and all amendments thereto, (ii) the printing or photocopying and delivery to the Underwriters, in such quantities as you may reasonably request, of copies of this Agreement and the Terms Agreement, (iii) the preparation, registration, issuance and delivery to the Underwriters of the Certificates underwritten pursuant to this Agreement, (iv) the fees and disbursements of the Company’s counsel and accountants, and of any counsel rendering a closing opinion with respect to matters of local law, (v) the qualification of the Certificates underwritten pursuant to this Agreement under securities and Blue Sky laws and the determination of the eligibility of the Certificates for investment, including filing fees in connection therewith, and any Blue Sky Survey and Legal Investment Survey, (vi) the printing and delivery to the Underwriters, in such quantities as they may reasonably request, of copies of the Registration Statement with respect to the Certificates underwritten pursuant to this Agreement and all amendments thereto, of the final Prospectus and all amendments and supplements thereto and all documents incorporated therein and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectus to investors or prospective investors, (vii) the printing or photocopying and delivery to the Underwriters, in such quantities as you may reasonably request, of copies of the applicable Pooling Agreement, (viii) the fees charged by investment rating agencies requested by the Company to rate the Certificates underwritten pursuant to this Agreement, (ix) the fees and

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expenses, if any, incurred in connection with the listing of the Certificates underwritten pursuant to this Agreement on any national securities exchange, and (x) the fees and expenses of the Trustee and its counsel. It is understood that, except as provided in Section 7 or Section 8(t) hereof or in the applicable Terms Agreement, each Underwriter will pay all of its own expenses in connection with the transactions contemplated by this Agreement, including (i) the fees of any counsel to such Underwriter, (ii) any due diligence expenses incurred by such Underwriter, (iii) any transfer taxes on resale of any of the Certificates by it, (iv) any advertising expenses connected with any offers that it may make, (v) any expenses incurred in connection with the preparation and delivery of any Underwriter Free Writing Prospectus and the filing of any such Underwriter Free Writing Prospectus, if required to be filed by the Underwriter with the Commission, and (vi) the expenses of Deloitte & Touche LLP under Section 8(r) hereof.

                   (g) The Company will (i) prepare and file all operative documents with respect to the Offered Certificates that are required to be filed under Regulation AB, including those relating to any credit enhancement and derivatives, on a Form 8-K no later than 15 days after the related Closing Date, (ii) prepare and file the report required by Item 6.05 of Form 8-K within four business dates after the Closing Date if any material pool characteristic in the final pool at the Closing Date varies by more than 5% from the description in the Prospectus, (iii) comply with required Form 8-K reporting requirements with respect to any prefunding account and (iv) if static pool information required with respect to the Offered Certificates is delivered via website, comply with Regulation AB in all respects, including the requirement to maintain the information and keep records for five years. The Underwriter will provide commercially reasonable assistance to the Company in connection with the calculation of the significance percentage of any credit enhancement, derivative instrument or other support mechanism (to be calculated over the expected life of such credit enhancement, derivative instrument or other support mechanism) with respect to the Offered Certificates for purposes of Items 1114 and 1115 of Regulation AB under the Act.

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

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

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

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

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

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