UNDERWRITING AGREEMENT

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

The Certificates issued under each Pooling and Servicing Agreement will represent the entire beneficial ownership interest in a trust fund (the “Trust Fund”) established by such Pooling and Servicing Agreement. The assets of each Trust Fund will consist primarily of (i) one or more pools of conventional, fixed 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 which the Company elects to make pursuant to this Agreement shall be governed by this Agreement, as supplemented by the related Terms Agreement. Each Terms Agreement, which shall be substantially in the form of Exhibit A hereto, shall specify, among other things, the Classes of Certificates to be purchased by the Underwriters (the “Offered Certificates”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 16 hereof) and the principal amount of the Offered Certificates which each severally agrees to purchase, the names of such other Underwriters, if any, acting as co-managers with you in connection with each offering, the principal balance or balances of the Offered Certificates, each subject to any stated variance, and the price or prices at which such Offered Certificates are to be purchased by the Underwriters from the Company.

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

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

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

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

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

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

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

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

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

3.    Delivery and Payment . Delivery of and payment for the Offered Certificates of a Series shall be made at the offices of Andrews Kurth 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.    Offering by the Underwriter . It is understood that the Underwriters propose to offer the Offered Certificates of the related Series for sale to the public as set forth in the related Prospectus.

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

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

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

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

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

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

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

(g)    Unless otherwise specified in the related Terms Agreement, the Company will pay, and First Horizon Home Loan Corporation will cause the Company to pay, all expenses incident to the performance of the Company's obligations under this Agreement and the applicable Terms Agreement (other than the expenses of Deloitte & Touche LLP under Sections 8(c) and 9(c) hereof, the Underwriters' due diligence expenses, the Underwriters' counsel fees and the Underwriters' own expenses, which will be paid by the Underwriters), including and without limitation those related to: (i) the filing of the Registration Statement with respect to the Certificates and all amendments thereto, (ii) the printing or photocopying and delivery to the Underwriters, in such quantities as you may reasonably request, of copies of this Agreement and the Terms Agreement, (iii) the preparation, registration, issuance and delivery to the Underwriters of the Certificates underwritten pursuant to this Agreement, (iv) the fees and disbursements of the Company's counsel and accountants, and of any counsel rendering a closing opinion with respect to matters of local law, (v) the qualification of the Certificates underwritten pursuant to this Agreement under securities and Blue Sky laws and the determination of the eligibility of the Certificates for investment, including filing fees in connection therewith, (vi) the printing and delivery to the Underwriters, in such quantities as they may reasonably request, of copies of the Registration Statement with respect to the Certificates underwritten pursuant to this Agreement and all amendments thereto, of any preliminary prospectus and preliminary prospectus supplement and of the Final Prospectus and all amendments and supplements thereto and all documents incorporated therein (other than exhibits to any Current Report), and of any Blue Sky Survey and Legal Investment Survey, (vii) the printing or photocopying and delivery to the Underwriters, in such quantities as you may reasonably request, of copies of the applicable Pooling Agreement, (viii) the fees charged by investment rating agencies requested by the Company to rate the Certificates underwritten pursuant to this Agreement, (ix) the fees and expenses, if any, incurred in connection with the listing of the Certificates underwritten pursuant to this Agreement on any national securities exchange; and (x) the fees and expenses of the Trustee and its counsel.

(h)    Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Company acknowledges and agrees that in connection with any Certificate Offering: (i) there exists no fiduciary or agency relationship between the Company, on the one hand, and the Underwriters, on the other; (ii) the relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations and the Underwriters are not acting as advisors, expert or otherwise, to the Company; (iii) notwithstanding anything in this Agreement to the contrary, you acknowledge that the Underwriters may have financial interests in connection with a Certificate Offering in addition to the difference between the price to the public and the purchase price paid to you by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to you for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with a Certificate Offering. 

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

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

(b)    Andrews Kurth 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:

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

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

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

(iv)    the related Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the trust created thereunder is not required to be registered under the Investment Company Act of 1940, as amended;

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

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

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

(viii)    assuming compliance with all provisions of the related Pooling and Servicing Agreement, for federal income tax purposes, (A) if any election is made to treat the assets of the Trust Fund as a REMIC: the related Trust Fund (and any specified subgrouping therein) will qualify as a REMIC pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the “Code”), each Class of Certificates of the related Series, other than the related Residual Class or Classes, will constitute a class of “regular interests” in the related REMIC within the meaning of the Code, and each Class of such Certificates specified in the related Prospectus as a Class of Residual Certificates will constitute the “residual interest” in the related REMIC within the meaning of the Code; and (B) if no such REMIC election is made: the Trust Fund will be treated as a “grantor trust”; and

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

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

(c)    Andrews Kurth 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:

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

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

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

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

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

(vi)    neither the issuance of the Certificates of the related Series nor