FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-RE2 TERMS AGREEMENT (to Underwriting Agreement, dated May 26, 2006 between the Company and the Underwriter)
Execution
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-RE2
(to
Underwriting Agreement,
dated
May
26, 2006
between
the Company and the Underwriter)
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First
Horizon Asset Securities Inc.
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▇▇▇▇▇▇,
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New
York, New York
May
26, 2006
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UBS
Securities LLC (the “Underwriter”) agrees, subject to the terms and
provisions herein and of the captioned Underwriting Agreement (the
“Underwriting Agreement”), to purchase such Classes of Series 2006-RE2
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-RE2 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 Underlying Certificates: The Series 2006-RE2 Certificates
shall evidence a beneficial ownership interest in a class of previously issued
non-agency mortgage backed securities (the “Underlying Certificates”)
evidencing an undivided beneficial interest in a pool (the “Mortgage
Pool”) of conventional, fixed rate, first lien, fully amortizing, one- to
four-family residential mortgage loans (the “Mortgage Loans”) having the
following characteristics as of May 1, 2006 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools: Approximately $193,443,883.50
aggregate principal balance as of the Cut-off Date, subject to an upward
or
downward variance of up to 5%, the precise aggregate principal balance to
be
determined by the Company.
(b) Original
Terms to Maturity: The original term to maturity of each Mortgage Loan shall
range from 300 to 360 months.
Section
2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes:
The
Offered Certificates shall be issued with the following Class designation,
interest rate and principal balance, subject in the aggregate to the variance
referred to in Section 1(a) and, as to any particular Class, to an upward
or
downward variance of up to 5%:
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Required
Ratings
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Class
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Class
Principal Balance ($)
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Pass-Through
Rate (%)
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Class
Purchase Price Percentage (%)
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S&P
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Fitch
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Class
A-1
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114,341,872.00
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5.5000
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N/A
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AAA
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N/A
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Aaa
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(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
Section
3. Purchase Price: The Purchase Price shall not be applicable to
this transaction. The shelf rental and shelf amortization fees associated
with
the offering of the Offered Certificates which are payable by the Underwriter
to
First Horizon Asset Securities Inc. shall be $49,750.10. The Underwriter
shall
also pay all other reasonable fees and expenses associated with the offering
of
the Offered Certificates.
Section
4. Required Ratings: The Offered Certificates shall have received at
least the Required Ratings from Standard & Poor’s Ratings Group, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“S&P”) and ▇▇▇▇▇’▇ Investors
Service, Inc. (“Moody’s”) set forth in 2(a) above.
Section
5. Tax Treatment: The Trust Fund will be treated as a “grantor
trust” for federal income tax purposes.
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 between the Underwriter
and
the Company.
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Very truly yours,
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UBS
SECURITIES LLC
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| By: | ||
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Name:
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| Title: | ||
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| By: | ||
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Name:
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| Title: | ||
The
foregoing Agreement is
hereby
confirmed and accepted
as
of the
date first above written.
| FIRST HORIZON ASSET SECURITIES INC. | |||
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| By: | |||
| Name:
▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President |
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| FIRST HORIZON HOME LOAN CORPORATION | |||
| By: | |
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Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Executive
Vice President
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