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.
0000
Xxxxxxx Xxx
Xxxxxx,
Xxxxx 00000
|
New
York, New York
May
22, 2007
|
Credit
Suisse Securities (USA) 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 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 mortgage 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 included in the Mortgage Pool
shall be 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,
interest 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%:
Required
Ratings
|
||||||||||||||||
Class
|
Class
Principal Balance
|
Pass-Through
Rate
|
Class
Purchase Price Percentage
|
Fitch
|
S&P
|
|||||||||||
Class
A-1
|
$
|
50,000,000
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
||||||||
Class
A-2
|
$
|
128,000,000
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
||||||||
Class-A-3
|
$
|
12,063,000
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
||||||||
Class
A-4
|
$
|
20,116,900
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
||||||||
Class
A-5
|
$
|
6,787,000
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
||||||||
Class
A-R
|
$
|
100
|
6.0000000000
|
%
|
99.828125000
|
%
|
AAA
|
AAA
|
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
Each
of
the Underwriters agrees, severally and not jointly, 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:
Class
|
Credit
Suisse Securities (USA) LLC
|
|||
Class
A-1
|
$
|
50,000,000
|
||
Class
A-2
|
$
|
128,000,000
|
||
Class-A-3
|
$
|
12,063,000
|
||
Class
A-4
|
$
|
20,116,900
|
||
Class
A-5
|
$
|
6,787,000
|
||
Class
A-R
|
$
|
100
|
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, May 30, 2007 (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 Rating Services, a division of
the XxXxxx-Xxxx Companies (“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,
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||
CREDIT
SUISSE SECURITIES (USA)
LLC
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||
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By: | ||
Name:
Title:
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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:
Xxxxxx Xxxxx
Title:
Vice President
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FIRST
HORIZON HOME LOAN CORPORATION
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By:
Name:
Xxxxx XxXxx
Title:
Executive Vice President
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