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MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT dated as of January 28,
2005 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 (as hereinafter defined).
WHEREAS, the Seller has engaged 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.
Closing Date: January 28, 2005.
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.
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Custodian: First Tennessee Bank National Association, and its
successors
and assigns, as custodian under the Custodial Agreement dated as
of January 28,
2005 by and among The Bank of New York, as trustee, First
Horizon Home Loan
Corporation, as master servicer, and the Custodian.
Cut-Off Date: January 1, 2005.
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 principles as in effect from
time to
time in the United States of America.
MLPA I: The mortgage loan purchase agreement, dated as of
January 28,
2005, 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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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: $308,770,900.66.
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: The servicing agreement, dated as of
November 26,
2002 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: 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.
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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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 Fil
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