FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-FA6 TERMS AGREEMENT (to Underwriting Agreement, dated September 26, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-FA6
(to
Underwriting Agreement,
dated
September 26, 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
September
26, 2006
|
HSBC
Securities (USA) 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 2006-FA6 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-FA6 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
Mortgage Pool:
The
Series 2006-FA6 Certificates shall evidence the entire beneficial ownership
interest in three mortgage pools (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 September 1, 2006 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pool:
Approximately $490,072,827 aggregate principal balance as of the Cut-off Date,
subject to an upward or downward variance of up to 5%, the precise aggregate
principal balance to be determined by the Company.
(b) Original
Terms to Maturity:
The
original term to maturity of each Mortgage Loan included in the Mortgage Pool
shall be (i) between 354 and 360 months,
in the
case of Pool I, (ii) between 238 and 360 months, in the case of Pool II, and
(iii) between 118 and 180 months, in the case of Pool III.
Section
2. The
Certificates:
The
Offered Certificates shall be issued as follows:
(a) Classes:
The
Offered Certificates shall be issued with the following Class designations,
interest rates and principal balances, subject in the aggregate to the variance
referred to in Section 1(a) and, as to any particular Class, to an upward or
downward variance of up to 5%:
|
Require
Ratings
|
||||||||||||||||
|
Class
|
Class
Principal Balance ($)
|
Class
Purchase Price
Percentrage
(%)
|
Fitch
|
Xxxxx’x
|
S&P
|
|||||||||||
|
Class
I-A-1
|
$
|
528,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
I-A-2
|
$
|
11,109,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
I-A-3
|
$
|
1,680,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
I-A-4
|
$
|
15,000,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
I-A-5
|
$
|
103,500,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
I-A-R
|
$
|
100.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-1
|
$
|
46,160,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-2
|
$
|
16,256,689.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-3
|
$
|
15,221,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-4
|
$
|
15,000,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-5
|
$
|
40,000,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-6
|
$
|
3,141,099.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-7
|
$
|
2,654,895.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-8
|
$
|
15,047,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-9
|
$
|
15,051,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-10
|
$
|
33,992,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-11
|
$
|
53,340,000.00
|
100.140625000
|
%
|
AAA
|
Aaa
|
AAA
|
|||||||||
|
Class
II-A-12
|
$
|
53,340,000.00
|
(0)
|
000.000000000
|
%
|
AAA
|
Aaa
|
AAA
|
||||||||
|
Class
II-A-13
|
$
|
4,159,666.00
|
100.140625000
|
%
|
AAA
|
Aaa
|
AAA
|
|||||||||
|
Class
II-A-14
|
$
|
24,460,933.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-15
|
$
|
24,460,933.00
|
(0)
|
000.000000000
|
%
|
AAA
|
N/A
|
AAA
|
||||||||
|
Class
II-A-16
|
$
|
15,900,100.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-17
|
$
|
4,380,021.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-18
|
$
|
715,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
II-A-19
|
$
|
723,000.00
|
100.140625000
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
III-A-1
|
$
|
28,565,000.00
|
99.695312500
|
%
|
AAA
|
N/A
|
AAA
|
|||||||||
|
Class
B-1
|
$
|
11,517,000.00
|
100.866875000
|
%
|
AA
|
N/A
|
N/A
|
|||||||||
|
Class
B-2
|
$
|
3,920,000.00
|
97.641250000
|
%
|
A
|
N/A
|
N/A
|
|||||||||
|
Class
B-3
|
$
|
2,941,000.00
|
90.701875000
|
%
|
BBB
|
N/A
|
N/A
|
|||||||||
(1) Notional
Amount.
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
2
The
Underwriter agrees, 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:
|
Series
2006-FA6
Designation
|
HSBA
Securities
(USA) Inc. |
|||
|
Class
I-A-1
|
$
|
528,000.00
|
||
|
Class
I-A-2
|
$
|
11,109,000.00
|
||
|
Class
I-A-3
|
$
|
1,680,000.00
|
||
|
Class
I-A-4
|
$
|
15,000,000.00
|
||
|
Class
I-A-5
|
$
|
103,500,000.00
|
||
|
Class
I-A-R
|
$
|
100.00
|
||
|
Class
II-A-1
|
$
|
46,160,000.00
|
||
|
Class
II-A-2
|
$
|
16,256,689.00
|
||
|
Class
II-A-3
|
$
|
15,221,000.00
|
||
|
Class
II-A-4
|
|
$
|
15,000,000.00
|
|
|
Class
II-A-5
|
|
$
|
40,000,000.00
|
|
|
Class
II-A-6
|
$
|
3,141,099.00
|
||
|
Class
II-A-7
|
$
|
2,654,895.00
|
||
|
Class
II-A-8
|
$
|
15,047,000.00
|
||
|
Class
II-A-9
|
$
|
15,051,000.00
|
||
|
Class
II-A-10
|
$
|
34,003,000.00
|
||
|
Class
II-A-11
|
$
|
53,340,000.00
|
||
|
Class
II-A-12
|
$
|
53,340,000.00
|
||
|
Class
II-A-13
|
$
|
4,148,666.00
|
||
|
Class
II-A-14
|
$
|
24,460,933.00
|
||
|
Class
II-A-15
|
$
|
24,460,933.00
|
||
|
Class
II-A-16
|
$
|
15,893,469.00
|
||
|
Class
II-A-17
|
$
|
4,378,710.00
|
||
|
Class
II-A-18
|
$
|
715,000.00
|
||
|
Class
II-A-19
|
$
|
723,000.00
|
||
|
Class
III-A-1
|
$
|
28,565,000.00
|
||
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, September 29, 2006 (the “Closing
Date”).
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 XxXxxx-Xxxx Companies,
Inc. (“S&P”),
Fitch, Inc. (“Fitch”)
and
Xxxxx’x Investors Service, Inc. (“Moody’s”).
Section
5. Tax
Treatment:
One or
more elections will be made to treat the assets of the Trust Fund as a
REMIC.
3
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,
HSBC
SECURITIES (USA) 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:
Xxxxxx Xxxxx
Title:
Vice President
|
|
FIRST
HORIZON HOME LOAN CORPORATION
|
|||
| By: | |||
|
Name:
Xxxxx X. XxXxx
Title:
Executive Vice President
|
4
