Unassociated Document


    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    THIS
      MORTGAGE LOAN PURCHASE AGREEMENT dated as of March 30, 2006 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.

     

    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.

    


    Closing
      Date:
      March
      30, 2006

     

    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, 2006 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, 2006.

     

    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 accepted accounting principles as in effect from time to time in
      the
      United States of America.

     

    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.

     

    MLPA
      I:
      The
      mortgage loan purchase agreement, dated as of March 30, 2006, 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.

     

    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.

     

    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:
      $[
      ]

     

    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.” 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 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

     

    (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;

     

    
      	 	
              (b)

            	
              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 recorded 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
                Seller as being a true and complete copy of the
                Mortgage;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (c)

            	
              in
                the case of a Mortgage Loan that is not a MERS Mortgage Loan, a
                duly executed assignment of the Mortgage, or a copy of such assignment
                certified by the Seller as being a true and complete copy of the
                assignment, in blank (which may be included in a blanket assignment
                or
                assignments), together with, except as provided below, all interim
                recorded assignments, or copies of such interim assignments certified
                by
                the Seller as being true and complete copies of the interim 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;

            


    

     

    
      	 	
              (d)

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any;

            


    

     

    
      	 	
              (e)

            	
              either
                the original or duplicate original title policy, or a copy of such
                title
                policy certified by the Seller as being a true and complete copy
                of the
                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 or a copy of such Alternative
                Title
                Product certified by the Seller as being a true and complete copy
                of the
                Alternative Title Product;
                and

            


    

     

    
      	 	
              (f)

            	
              in
                the case of a Cooperative Loan, the originals of the following documents
                or instruments:

            


    

     

    (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).

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      IV

    Representations
      and Warranties

     

    Section
      4.1 Representations
      and Warranties of the Seller»

     

    
      	 	
              (a)

            	
              .
                (a) The Seller hereby represents and warrants to the Purchaser, as
                of the
                date of execution and delivery hereof,
                that:

            


    

     

    (1) The
      Seller is duly organized as a national banking association and is validly
      existing under the laws of the United States of America and is duly authorized
      and qualified to transact any and all business contemplated by this Agreement
      to
      be conducted by the Seller in any state in which a Mortgaged Property is located
      or is otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any such
      state, to the extent necessary to ensure its ability to enforce each Mortgage
      Loan and to perform any of its other obligations under this Agreement in
      accordance with the terms thereof. 

     

    (2) The
      Seller has the requisite power and authority to sell each Mortgage Loan, and
      to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary action
      on the part of the Seller the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery thereof by the other parties thereto, constitutes a legal, valid and
      binding obligation of the Seller, enforceable against the Seller in accordance
      with its terms, except that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally or of creditors of depository institutions, the
      accounts of which are insured by the FDIC, and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought. 

     

    (3) The
      execution and delivery of this Agreement by the Seller, the sale of the Mortgage
      Loans by the Seller under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms thereof are in the ordinary course of business of
      the
      Seller and will not (a) result in a material breach of any term or provision
      of
      the charter or by-laws of the Seller or (b) materially conflict with, result
      in
      a material breach, violation or acceleration of, or result in a material default
      under, the terms of any other material agreement or instrument to which the
      Seller is a party or by which it may be bound, or (c) constitute a material
      violation of any statute, order or regulation applicable to the Seller of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Seller, other than such conflicts, breaches, violations,
      accelerations or defaults which, individually or on a cumulative basis, would
      not have a material adverse effect on the Seller and its subsidiaries, taken
      as
      a whole, or the consummation of the transactions contemplated by this Agreement;
      and the Seller is not in breach or violation of any material indenture or other
      material agreement or instrument, or in violation of any statute, order or
      regulation of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it which breach or violation may materially impair
      the Seller’s ability to perform or meet any of its obligations under this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (4) No
      litigation is pending or, to the best of the Seller’s knowledge, threatened
      against the Seller that would prohibit the execution or delivery of, or
      performance under, this Agreement by the Seller.

     

    
      	 	
              (b)

            	
              The
                Seller hereby assigns, transfers and conveys to the Purchaser all
                of its
                rights with respect to the Mortgage Loans including, without limitation,
                the representations and warranties of FHHLC made pursuant to MLPA
                I,
                together with all rights of the Seller to require FHHLC to cure any
                breach
                thereof or to repurchase or substitute for any affected Mortgage
                Loan in
                accordance with MLPA I. 

            


    

     

    It
      is
      understood and agreed that the obligation under MLPA I of FHHLC to cure,
      repurchase or replace any Mortgage Loan as to which a breach has occurred and
      is
      continuing shall constitute the sole remedy, which may be enforced solely
      against FHHLC and not the Seller, respecting such breach available to the
      Purchaser on its behalf.

     

    The
      representations and warranties contained in this Agreement shall not be
      construed as a warranty or guaranty by the Seller as to the future payments
      by
      any Mortgagor.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 4.1 shall survive the sale of the Mortgage Loans to the Purchaser
      hereunder.

     

     

    ARTICLE
      V

    Miscellaneous

     

    Section
      5.1 Transfer
      Intended as Sale»

     

    .
      It is
      the express intent of the parties hereto that the conveyance of the Mortgage
      Loans by the Seller to the Purchaser be, and be construed as, an absolute sale
      thereof in accordance with GAAP and for regulatory purposes. It is, further,
      not
      the intention of the parties that such conveyances be deemed a pledge thereof
      by
      the Seller to the Purchaser. However, in the event that, notwithstanding the
      intent of the parties, the Mortgage Loans are held to be the property of the
      Seller or the Purchaser, respectively, or if for any other reason this Agreement
      is held or deemed to create a security interest in such assets, then (i) this
      Agreement shall be deemed to be a security agreement within the meaning of
      the
      Uniform Commercial Code of the State of Texas and (ii) the conveyance of the
      Mortgage Loans provided for in this Agreement shall be deemed to be an
      assignment and a grant by the Seller to the Purchaser of a security interest
      in
      all of the Mortgage Loans, whether now owned or hereafter acquired.

     

    The
      Seller and the Purchaser shall, to the extent consistent with this Agreement,
      take such actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans, such security
      interest would be deemed to be a perfected security interest of first priority
      under applicable law and will be maintained as such throughout the term of
      the
      Agreement. The Seller and the Purchaser shall arrange for filing any Uniform
      Commercial Code continuation statements in connection with any security interest
      granted hereby.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      5.2 Seller’s
      Consent to Assignment»

     

    .
      The
      Seller hereby acknowledges the Purchaser’s right to assign, transfer and convey
      all of the Purchaser’s rights under this Agreement to a third party and that the
      representations and warranties made by FHHLC to the Seller pursuant to MLPA
      I
      will, in the case of such assignment, transfer and conveyance, be for the
      benefit of such third party. The Seller hereby consents to such assignment,
      transfer and conveyance.

     

    Section
      5.3 Specific
      Performance»

     

    .
      Either
      party or its assignees may enforce specific performance of this
      Agreement.

     

    Section
      5.4 Notices»

     

    .
      All
      notices, demands and requests that may be given or that are required to be
      given
      hereunder shall be sent by United States certified mail, postage prepaid, return
      receipt requested, to the parties at their respective addresses as
      follows:

     

    If
      to

    the
      Seller:           
        165
      Madison Avenue

    Memphis,
      Tennessee 38103

    Attn:
      Clyde A. Billings, Jr.

    


    If
      to the
      Purchaser:     4000
      Horizon Way

    Irving,
      Texas 75063

    Attn:
      Larry P. Cole

    


    Section
      5.5 Choice
      of
      Law»

     

    .
      This
      Agreement shall be construed in accordance with and governed by the substantive
      laws of the State of Texas applicable to agreements made and to be performed
      in
      the State of Texas and the obligations, rights and remedies of the parties
      hereto shall be determined in accordance with such laws. 

     

    Section
      5.6 Acknowledgment
      of FHHLC. FHHLC hereby acknowledges the provisions of this Agreement, including
      the duties of FHHLC created hereunder and the assignment of the representations
      and warranties made by FHHLC to the Seller pursuant to MLPA I. 

     

    


    [remainder
      of page intentionally left blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    




    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      30th day of March, 2006.

     

    FIRST
      TENNESSEE BANK NATIONAL

    ASSOCIATION,
      as Seller

    


    


    By:       

    Wade
      Walker

    Senior
      Vice President

    


    FIRST
      HORIZON ASSET SECURITIES INC., as Purchaser

    


    


    By:       

    Alfred
      Chang

    Vice
      President

    


    


    


    The
      foregoing agreement is hereby 

     

    acknowledged
      and accepted as of the  

     

    date
      first above written. 

     

    FIRST
      HORIZON HOME LOAN CORPORATION, 

     

    in
      its
      capacity as the seller pursuant to MLPA I 

     

    


     

    By:
      ___________________________________ 

    Terry
      McCoy  

    Executive
      Vice President


    
      
        
           

          Mortgage
            Loan Purchase Agreement II- 2006-1 Signature Page 

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SCHEDULE
      A

     

    [Available
      Upon Request From Trustee]