MORTGAGE LOAN PURCHASE
AGREEMENT
THIS
MORTGAGE LOAN PURCHASE AGREEMENT dated as of March 30, 2007 by and
between FIRST HORIZON HOME LOAN CORPORATION, a Kansas corporation
(the “Seller”), and FIRST HORIZON ASSET SECURITIES INC.
(the “Purchaser”).
WHEREAS, the Seller owns certain Mortgage Loans
(as hereinafter defined) which Mortgage Loans are more particularly
listed and described in Schedule A attached hereto and made
a part hereof.
WHEREAS, the Seller and the Purchaser wish to
set forth the terms pursuant to which the Mortgage Loans, excluding
the servicing rights thereto, are to be sold by the Seller to the
Purchaser.
WHEREAS, the Seller will simultaneously transfer
the servicing rights for the Mortgage Loans to First Tennessee
Mortgage Services, Inc. (“FTMSI”) pursuant to the
Servicing Rights Transfer and Subservicing Agreement (as
hereinafter defined).
WHEREAS, the Purchaser will engage FTMSI to
service the Mortgage Loans pursuant to the Servicing Agreement (as
hereinafter defined).
NOW,
THEREFORE, in consideration of the foregoing, other good and
valuable consideration, and the mutual terms and covenants
contained herein, the parties hereto agree as
follows:
ARTICLE I
Definitions
Agreement : This
Mortgage Loan Purchase Agreement, as the same may be amended,
supplemented or otherwise modified from time to time in accordance
with the terms hereof.
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.
Business Day : Any
day other than (i) a Saturday or a Sunday, or (ii) a day on which
banking institutions in the City of Dallas, the State of Texas or
New York City is located are authorized or obligated by law or
executive order to be closed.
Closing Date :
March 30, 2007
Code : The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
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.
Custodian :
First Tennessee Bank National Association, and its successors and
assigns, as custodian under the Custodial Agreement dated as of
March 30, 2007 by and among The Bank of New York, as trustee, First
Horizon Home Loan Corporation, as master servicer, and the
Custodian.
Cut-Off Date :
March 1, 2007.
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.
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 United States Bankruptcy
Reform Act of 1978, as amended.
Delay Delivery Mortgage Loans
: The Mortgage Loans for which all or a portion
of a related Mortgage File is not delivered to the Trustee or to
the Custodian on its behalf 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 4.1(c)
hereof.
Determination 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 25 th day of each month, or if such 25
th day is not a Business Day, the next succeeding
Business Day.
GAAP :
Generally accepted accounting principles as in effect from time to
time in the United States of America.
Insurance Proceeds
: Proceeds paid by an insurer pursuant to any
insurance policy, including all riders and endorsements thereto in
effect, including any replacement policy or policies, in each case
other than any amount included in such Insurance Proceeds in
respect of expenses covered by such insurance
policy.
Liquidation Proceeds
: Amounts, including Insurance Proceeds,
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.
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® System : The
system of recording transfers of mortgages electronically
maintained by MERS.
MIN : The
Mortgage Identification Number for any MERS Mortgage
Loan.
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.
Mortgage : The
mortgage, deed of trust or other instrument creating a first lien
on the property securing a Mortgage Note.
Mortgage File : The
mortgage documents listed in Section 3.1 pertaining to a particular
Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loans : The
mortgage loans transferred, sold and conveyed by the Seller to the
Purchaser, pursuant to this Agreement.
Mortgage Loan Purchase Price
: With respect to any Mortgage Loan required to
be purchased by the Seller pursuant to Section 4.1(c) hereof, an
amount equal to the sum of (i) 100% of the unpaid principal balance
of the Mortgage Loan on the date of such purchase, and (ii) accrued
interest thereon at the applicable Mortgage Rate from the date
through which interest was last paid by the Mortgagor to the first
day in the month in which the Mortgage Loan Purchase Price is to be
distributed to the Purchaser or its designees.
Mortgage Note : The
original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage
Loan.
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.
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.
Proprietary Lease : With
respect to any Cooperative Unit, a lease or occupancy agreement
between a Cooperative Corporation and a holder of related Coop
Shares.
Purchase Price :
$353,635,421.54
Purchaser :
First Horizon Asset Securities Inc., in its capacity as purchaser
of the Mortgage Loans from the Seller pursuant to this
Agreement.
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.
Scheduled Payment : The
scheduled monthly payment on a Mortgage Loan due on the first day
of the month 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.
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.
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 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.
Stated Principal Balance
: As to any Mortgage Loan, the unpaid principal
balance of such Mortgage Loan 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 date and irrespective
of any delinquency in payment by the related
Mortgagor.
Substitute Mortgage Loan
: A Mortgage Loan substituted by the Seller for
a Deleted Mortgage Loan which must, on the date of such
substitution, (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 a Mortgage Rate not lower than the Mortgage Rate of the
Deleted Mortgage Loan; (iii) have a maximum mortgage rate not more
than 1% per annum higher or lower than the maximum mortgage rate of
the Deleted Mortgage Loan; (iv) have a minimum mortgage rate
specified in its related Mortgage Note not more than 1% per annum
higher or lower than the minimum mortgage rate of the Deleted
Mortgage Loan; (v) have the same mortgage index, reset period and
periodic rate as the Deleted Mortgage Loan and a gross margin not
more than 1% per annum higher or lower than that of the Deleted
Mortgage Loan (vi) be accruing interest at a rate no lower than and
not more than 1% per annum higher than, that of the Deleted
Mortgage Loan; (vii) have a loan-to-value ratio no higher than that
of the Deleted Mortgage Loan; (viii) have a remaining term to
maturity no greater than (and not more than one year less than that
of) the Deleted Mortgage Loan; (ix) not be a Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan and (x)
comply with each representation and warranty set forth in
Schedule B hereto.
Trustee : The
Bank of New York and its successors and, if a successor trustee is
appointed hereunder, such successor.
ARTICLE II
Purchase and Sale
Section
2.1
Purchase Price . In
consideration for the payment to it of the Purchase Price on the
Closing Date, pursuant to written instructions delivered by the
Seller to the Purchaser on the Closing Date, the Seller does hereby
transfer, sell and convey to the Purchaser on the Closing Date, but
with effect from the Cut-off Date, (i) all right, title and
interest of the Seller in the Mortgage Loans, excluding the
servicing rights thereto, and all property securing such Mortgage
Loans, including all interest and principal received or receivable
by the Seller with respect to the Mortgage Loans on or after the
Cut-off Date and all interest and principal payments on the
Mortgage Loans received on or prior to the Cut-off Date in respect
of installments of interest and principal due thereafter, but not
including payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date, and (ii) all proceeds
from the foregoing. Items (i) and (ii) in the preceding sentence
are herein referred to collectively as “Mortgage
Assets.”
Section
2.2
Timing . The
sale of the Mortgage Assets hereunder shall take place on the
Closing Date.
ARTICLE III
Conveyance and
Delivery
Section
3.1
Delivery of Mortgage Files
. In connection with the transfer and assignment
set forth in Section 2.1 above, the Seller has delivered or caused
to be delivered to the Trustee or to 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 to the Custodian on its
behalf within thirty (30) days following the Closing Date) the
following documents or instruments with respect to each Mortgage
Loan so assigned (collectively, the “Mortgage
Files”):
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(a)
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(1)
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
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(2)
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;
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except
as provided below and for each Mortgage Loan that is not a MERS
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
original Mortgage, noting 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, or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been
recorded;
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a duly
executed assignment of the Mortgage in blank (which may be included
in a blanket assignment or assignments), together with, except as
provided below, all interim recorded 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;
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the
original or copies of each assumption, modification, written
assurance or substitution agreement, if any;
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either
the original or duplicate original title policy (including all
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, 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;
and
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in the
case of a Cooperative Loan, the originals of the following
documents or instruments:
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(1)
The Coop Shares, together with a stock power in
blank;
(2)
The executed Security
Agreement;
(3)
The executed Proprietary
Lease;
(4)
The executed Recognition
Agreement;
(5)
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
(6)
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 Seller cannot deliver (i) the original recorded
Mortgage or (ii) all interim recorded assignments satisfying the
requirements of clause (b) or (c) 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 Seller 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
Seller 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 appropriate recording office, the Seller 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 Seller shall not be required to provide
an original or duplicate lender’s title policy (together with
all riders thereto) if the Seller delivers an Alternative Title
Product in lieu thereof. The Seller shall forward or cause to be
forwarded to the Trustee or the Custodian on its behalf (i)
from