MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE
LOAN PURCHASE AGREEMENT dated as of July 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 (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:
July 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.
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CUSTODIAN:
First Tennessee Bank
National Association, and
its successors and assigns, as custodian
under the Custodial
Agreement dated as of July 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:
July 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
July 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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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:
$222,252,552.20.
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
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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."
Section 2.2
TIMING.
The sale of the
Mortgage Assets
hereunder shall take place on the Closing
Date.
ARTICLE III
Conveyance and Delivery
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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 e
