FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-AA6 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-AA6
(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 Way |
September
25, 2006
|
|
| 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 2006-AA6,
Mortgage Pass-Through Certificates, Series 2006-AA6 Certificates (the “Series
2006-AA6 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-AA6 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 Pools:
The
Series 2006-AA6 Certificates shall evidence the entire beneficial ownership
interest in three pools (the “Mortgage Pools”) of primarily 30-year adjustable
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 Pools:
Approximately $410,097,126 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 Pool I and Pool
III
shall be 360 months. The original term to maturity of each Mortgage Loan
in Pool
II 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
(or
Notional Amount*)
|
Pass-Through
Rate
|
Class
Purchase
Price
Percentage
|
||||
|
I-A-1
|
$
10,944,000.00
|
Variable(1)
|
102.460937500%
|
||||
|
I-A-2
|
$
788,000.00
|
Variable(1)
|
102.460937500%
|
||||
|
I-A-IO
|
N/A
(2)
|
Variable(1)
|
N/A
|
||||
|
I-A-R
|
$
100.00
|
Variable(1)
|
102.460937500%
|
||||
|
II-A-1
|
$333,038,000.00
|
Variable(1)
|
101.816406300%
|
||||
|
II-A-2
|
$
24,006,000.00
|
Variable(1)
|
101.816406300%
|
||||
|
II-A-IO
|
N/A
(2)
|
Variable(1)
|
N/A
|
||||
|
III-A-1
|
$
14,443,000.00
|
Variable(1)
|
101.695312500%
|
||||
|
III-A-2
|
$
1,041,000.00
|
Variable(1)
|
101.695312500%
|
||||
|
III-A-IO
|
N/A
(2)
|
Variable(1)
|
N/A
|
||||
|
(1)
|
The
pass-through rates for the Offered Certificates are variable and
will be
calculated as described in the Prospectus Supplement.
|
|
(2)
|
Notional
amount.
|
(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, September 29, 2006 (the “Closing Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received Required Ratings of at least “AAA” from
each of Standard & Poor’s Rating Services, a division of the XxXxxx-Xxxx
Companies, Inc., and Fitch, Inc.
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,
XXXXXX
BROTHERS 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
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