First Horizon National Corporation (FHN)

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MetLife Bank has agreed to provide subservicing of First Horizon’s retained MSRs.

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First Horizon retains the ability in the future to hold or sell its retained MSRs. However, in certain circumstances sales of MSRs during the first three years after closing could result in First Horizon having to pay MetLife Bank certain make-whole payments or an early termination fee as discussed below.

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First Horizon is required to guarantee a direct cost to service (“Direct Cost”) in the MSR platform of $65.00 per loan annually, excluding certain costs related to defaulted loans. In connection with that guarantee and for a period of three years from the closing date, First Horizon has agreed to (i) maintain a certain minimum number of loans on the MSR platform, or (ii) make a quarterly cash payment (the “Make-Whole Payment”) to MetLife Bank according to an agreed schedule if Direct Cost exceeds the guaranteed cost level.

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First Horizon has the right to terminate the Subservicing Agreement before its 3-year term expires. Subject to certain exceptions, upon such an early termination First Horizon would be required to either (i) continue to pay Make-Whole Payments for the remainder of the Agreement’s 3-year term, or (ii) pay a one-time termination fee.

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The scheduled Make-Whole Payments and early termination fees diminish with the passage of time and expire after twelve quarters. There is an overall cap on Make-Whole Payments and any termination fee: the aggregate Make-Whole Payments and/or termination fee cannot exceed $19.4 million in total if determined during the first 4 quarters of the Subservicing Agreement and cannot

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Each party retains all benefit of servicing fees, ancillary income, and custodial fund float from their respective MSRs serviced on the MSR platform, but the parties share ratably in all Direct Costs during the term of the Subservicing Agreement.