Unassociated Document


    FHASI
      2006-AR1 II


    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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.” 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    

      SECTION
        2.2  Timing.
        The
        sale of the Mortgage Assets hereunder shall take place on the Closing
        Date.

       

      ARTICLE
        II

      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;

            


       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      	(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).

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      ARTICLE
        III

      Representations
        and Warranties

       

      SECTION
        4.1  Representations
        and Warranties of the Seller. (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.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      (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
        IV

      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.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      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]

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      



      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-AR1 Signature Page 

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       


      SCHEDULE
        A

       

      [Available
        Upon Request From Trustee]

       

      
        
           

        

        
          A-1