FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-3 TERMS AGREEMENT (to Underwriting Agreement, dated February 24, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-3
(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 WayMay
22,
2007
Xxxxxx,
Xxxxx 00000
Xxxxxx
Brothers 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 Alternative Mortgage
Securities Trust 2007-3, Mortgage Pass-Through Certificates, Series 2007-3
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
2007-3 Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 333-137018). Capitalized
terms used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section
1. The
Mortgage Pool:
The
Series 2007-3 Certificates shall evidence the entire beneficial ownership
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, 2007 (the
“Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pool:
Approximately $225,320,315 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 between 240 and
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 designations,
pass-through rates and 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
|
Class
Purchase
Price
Percentage
|
|||||||
B-1
|
$
|
3,605,000.00
|
6.00
|
%
|
98.750000000
|
%
|
||||
B-2
|
$
|
1,352,000.00
|
6.00
|
%
|
97.234375000
|
%
|
||||
B-3
|
$
|
676,000.00
|
6.00
|
%
|
92.468750000
|
%
|
(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 per annum
initial interest rate applicable thereto from and including the Cut-off Date
up
to, but not including, May 30, 2007 (the “Closing Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received Required Ratings of at least (i) “AA”
from Fitch, Inc. (“Fitch”) in the case of the Class B-1 Certificates, “A” from
Fitch in the case of the B-2 Certificates and (iii) “BBB” from Fitch in the case
of the Class B-3 Certificates.
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.
Very
truly yours,
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||
XXXXXX
BROTHERS INC.
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||
|
|
|
By: | ||
Name:
|
||
Title: |
The
foregoing Agreement is
hereby
confirmed and accepted
as
of the
date first above written.
FIRST
HORIZON ASSET SECURITIES INC.
|
|||
By:
|
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Name:
Xxxxxx Xxxxx
Title:
Vice President
|
FIRST
HORIZON HOME LOAN CORPORATION
|
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By:
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|||
Name: Xxxxx
X. XxXxx
Title: Executive
Vice President
|