FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-FA1 TERMS AGREEMENT (to Underwriting Agreement, dated February 23, 2007 between the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-FA1
(to
Underwriting Agreement,
dated
February 23, 2007
between
the Company, First Horizon
Home
Loan
Corporation and the Underwriter)
First
Horizon Asset Securities Inc.
|
New
York, New York
|
4000
Horizon Way
|
February
23, 2007
|
Xxxxxx,
Xxxxx 00000
|
Deutsche
Bank Securities 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 Series 2007-FA1 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-FA1
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-FA1 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 February 1, 2007
(the “Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pool:
Approximately $275,036,953 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%:
Class
|
Principal
Balance
|
Interest
Rate
|
Class
Purchase
Price
Percentage
|
|||||||
A-1
|
$
|
155,362,500.00
|
Variable(1)
|
|
100.812500000
|
%
|
||||
A-2
|
$
|
18,643,500.00
|
Variable(1)
|
|
100.812500000
|
%
|
||||
A-3
|
$
|
500,000.00
|
6.250%
|
|
100.812500000
|
%
|
||||
A-4
|
$
|
45,565,300.00
|
6.250%
|
|
100.812500000
|
%
|
||||
A-5
|
$
|
9,443,700.00
|
6.250%
|
|
100.812500000
|
%
|
||||
A-6
|
$
|
25,000,000.00
|
Variable(1)
|
|
100.812500000
|
%
|
||||
A-7
|
$
|
3,000,000.00
|
Variable(1)
|
|
100.812500000
|
%
|
||||
A-R
|
$
|
100.00
|
6.250%
|
|
100.812500000
|
%
|
_______
(1)
|
The
interest rates for the Class A-1, Class A-2, Class A-6 and Class
A-7
Certificates are variable and will be calculated as described in
the
Prospectus Supplement.
|
(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 Certificate 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, February 28, 2007 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received Required Ratings of at least “AAA” from
Standard and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. (“S&P”), and “AAA” from Fitch Ratings (“Fitch”).
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,
|
||
DEUTSCHE
BANK SECURITIES INC.
|
||
By:
|
||
Name:
|
||
Title:
|
||
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:
Xxxxxx Xxxxx
Title:
Vice President
FIRST
HORIZON HOME LOAN CORPORATION
By:_______________________________
Name:
Xxxxx X. XxXxx
Title:
Executive Vice President