FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-FA8 TERMS AGREEMENT (to Underwriting Agreement, dated June 26, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-FA8
(to
Underwriting Agreement,
dated
June 26, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
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First
Horizon Asset Securities Inc.
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▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇
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▇▇▇▇
Horizon Way
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December
22, 2006
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▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated (the “Underwriter”)
agrees, subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the “Underwriting
Agreement”),
to
purchase such Classes of First Horizon Alternative Mortgage Securities Trust
2006-FA8, Mortgage Pass-Through Certificates, Series 2006-FA8 Certificates
(the
“Series
2006-FA8 Certificates”)
specified in Section 2(a) hereof (the “Offered
Certificates”).
This
letter supplements and modifies the Underwriting Agreement solely as it relates
to the purchase and sale of the Offered Certificates described below. The Series
2006-FA8 Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 333-132046). Capitalized
terms used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section
1. The
Mortgage Pools:
The
Series 2006-FA8 Certificates shall evidence the entire beneficial ownership
interest in two mortgage pools (“Pool
I”
and
“Pool
II”
and,
collectively, the “Mortgage
Pools”)
of
conventional, fixed rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the “Mortgage
Loans”)
having
the following characteristics as of December 1, 2006 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $502,059,353 aggregate principal balance as of the Cut-off Date,
subject to an upward or downward variance of up to 5%, the precise aggregate
principal balance to be determined by the Company.
(b) Original
Terms to Maturity:
The
original term to maturity of each Mortgage Loan included in the Mortgage Pool
shall be (i) between 240 and 360 months, in the case of Pool I and (ii) 180
months, in the case of Pool II.
1
Section
2. The
Certificates:
The
Offered Certificates shall be issued as follows:
(a) Classes:
The
Offered Certificates shall be issued with the following Class designations,
pass-through rates and class principal balances, subject in the aggregate to
the
variance referred to in Section 1(a) and, as to any particular Class, to an
upward or downward variance of up to 5%:
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Required
Ratings
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Class
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Class
Principal
Balance
($)
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Class
Purchase Price
Percentrage
(%)
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Fitch
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▇▇▇▇▇’▇
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S&P
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Class
B-1
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12,049,000.00
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100.484375000
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AA
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N/A
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N/A
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Class
B-2
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4,519,000.00
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99.093750000
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A
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N/A
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N/A
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Class
B-3
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3,263,000.00
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91.390625000
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BBB
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N/A
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N/A
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(1)
Notional
Amount.
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
The
Underwriter agrees, subject to the terms and conditions contained herein and
in
the Underwriting Agreement, to purchase the principal balances of the Classes
of
Certificates specified opposite its name below:
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Series
2006-FA8
Designation
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▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated
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Class
B-1
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$
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12,049,000.00
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Class
B-2
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$
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4,519,000.00
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Class
B-3
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$
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3,263,000.00
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Section
3. Purchase
Price:
The
Purchase Price for each Class of the Offered Certificates shall be the Class
Purchase Price Percentage therefor (as set forth in Section 2(a) above) of
the
initial Class Principal Balance thereof plus accrued interest at the applicable
per annum pass-through rate set forth in 2(a) above from and including the
Cut-off Date up to, but not including, December 28, 2006 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received at least the Required Ratings from
Fitch, Inc. (“Fitch”),
▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”)
and
Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
(“S&P”)
set
forth in Section 2(a) above.
Section
5. Tax
Treatment:
One or
more elections will be made to treat the assets of the Trust Fund as a
REMIC.
2
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to the undersigned a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement among the Underwriter,
First
Horizon Home Loan Corporation and the Company.
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Very
truly yours,
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▇▇▇▇▇▇
▇▇▇▇▇▇▇ & CO. INCORPORATED
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| By: | ||
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Name:
Title:
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The
foregoing Agreement is
hereby
confirmed and accepted
as
of the date first above written.
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FIRST
HORIZON ASSET SECURITIES INC.
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Name:
Title:
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FIRST
HORIZON HOME LOAN CORPORATION
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Name:
Title:
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