MORTGAGE LOAN PURCHASE AGREEMENT
THIS
MORTGAGE LOAN PURCHASE AGREEMENT dated as of December 30, 2004 by
and
between FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
(the "Seller"), and FIRST
HORIZON ASSET SECURITIES INC., a Delaware
corporation (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,
First Tennessee Mortgage Services, Inc. ("FTMSI") owns the
servicing rights to the Mortgage Loans
pursuant to the Servicing Rights Transfer
and Subservicing Agreement (Home Equity
Loans) (as hereinafter defined).
WHEREAS,
the Seller has engaged FTMSI to service the mortgage Loans
pursuant to the Servicing Agreement (Home Equity Loans) (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.
Closing
Date: December 30, 2004.
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.
<PAGE>
Custodian:
First Tennessee Bank
National Association,
and its successors
and assigns, as custodian under the
Custodial Agreement dated as of December 30,
2004 by and among The Bank of New York,
as trustee, First Horizon Home Loan
Corporation, as master servicer, and the
Custodian.
Cut-Off
Date: December 1, 2004.
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.
FHHLC:
First Horizon Home Loan Corporation, a Kansas corporation, in its
capacity as the seller of the Mortgage
Loans pursuant to MLPA I.
GAAP:
Generally applied
accounting
principals as in
effect from time to
time in the United States of America.
MLPA I:
The mortgage loan
purchase agreement, dated as of December 30,
2004, between First Horizon Home Loan Corporation, as seller, and First
Tennessee Bank National Association,
as purchaser,
as related to the
transfer,
sale and conveyance of the Mortgage
Loans.
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.
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
Note:
The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
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<PAGE>
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.
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: $235,257,077.58.
Purchaser:
First Horizon Asset Securities Inc., a Delaware corporation, 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.
Security
Agreement:
The security agreement
with respect to a Cooperative
Loan.
Seller:
First Tennessee Bank National Association, and its successors and
assigns, in its capacity as seller of the Mortgage Loans pursuant to this
Agreement.
Servicing
Agreement (Home Equity Loans): The servicing agreement (home
equity loans), dated as of December 1, 2004 by
and between First Tennessee Bank
National Association and its assigns,
as owner, and First Tennessee Mortgage
Services, Inc., as servicer.
Servicing
Rights Transfer and Subservicing Agreement (Home Equity Loans):
The servicing rights transfer and subservicing agreement (home equity loans),
dated as of December 1, 2004 by and between
First Horizon Home Loan Corporation,
as transferor and subservicer, and First Tennessee Mortgage
Services, Inc., as
transferee and servicer.
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, without recourse, (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, (ii) all of the Seller's rights as Purchaser under MLPA I including,
without limitation, the rights of the Seller to
require FHHLC to cure breaches
of representations and warranties with
respect to the Mortgage Loans as provided
thereunder, (iii) all right, title and interest of the Seller
in, to and under
the Servicing Agreement, and (iv) all proceeds from the
foregoing.
Items (i)
through (iv) in the preceding sentence are herein referred to collectively as
"Mortgage Assets."
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<PAGE>
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"):
(a) (1) the
original Mortgage Note endorsed by ma
