FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-1 TERMS AGREEMENT (to Underwriting Agreement, dated February 24, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-1
(to
Underwriting Agreement,
dated
February 24, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
First
Horizon Asset Securities Inc. New
York,
New York
4000
Horizon WayMarch
24,
2006
Xxxxxx,
Xxxxx 00000
Bear,
Xxxxxxx & Co. Inc. (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 Mortgage Pass-Through
Trust 2006-1, Mortgage Pass-Through Certificates, Series 2006-1 (the “Series
2006-1 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 2006-1 Certificates are registered with the
Securities and Exchange Commission by means of an effective Registration
Statement (No. 333-125158). Capitalized terms used and not defined herein have
the meanings given them in the Underwriting Agreement.
Section
1. The
Mortgage Pools:
The
Series 2006-1 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 March 1, 2006 (the “Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $302,102,191 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 in Pool I shall be 360 months.
The original term to maturity of each Mortgage Loan in Pool II shall be 180
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 designations,
initial 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%:
|
Class
|
Class
Principal Balance
|
Pass-Through
Rate(1)
|
Class
Purchase Price Percentage
|
Required
Ratings
|
|
|
Fitch
|
S&P
|
||||
|
Class
B-1
|
$
7,099,000.00
|
5.958%
|
97.717220000%
|
AA
|
N/R
|
|
Class
B-2
|
$
1,662,000.00
|
5.958%
|
96.274070000%
|
A
|
N/R
|
|
Class
B-3
|
$
1,057,000.00
|
5.958%
|
92.463230000%
|
BBB
|
N/R
|
(1)
Initial
pass-through rates. The pass-through rates for these Classes of Offered
Certificates are variable and will be calculated as described in the Prospectus
Supplement.
“N/R”
indicates that these Classes of Certificates are not rated by the applicable
Rating Agency.
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
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 initial pass-through rate set forth in 2(a) above from and including
the Cut-off Date up to, but not including, March 30, 2006 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received at least the Required Ratings from
Fitch, Inc. (“Fitch”) and Standard
& Poor’s, a division of The XxXxxx-Xxxx 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.
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.
Very
truly yours,
BEAR,
XXXXXXX & CO. INC.
By:
Name:
Title:
The
foregoing Agreement is
hereby
confirmed and accepted
as
of the
date first above written.
FIRST
HORIZON ASSET SECURITIES INC.
By:
Name:
Title:
FIRST
HORIZON HOME LOAN CORPORATION
By:
Name:
Title:
