MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-FA5 TERMS AGREEMENT (to Underwriting Agreement, dated March 24, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-FA5
(to
Underwriting Agreement,
dated
March 24, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
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Xxxxxxx,
Xxxxxxxxx
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September
25, 2007
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Xxxxxx,
Xxxxx 00000
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FTN
Financial Capital Markets, a division of First Tennessee Bank National
Association (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-FA5, Mortgage Pass-Through Certificates, Series 2007-FA5
(the “Series 2007-FA5 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-FA5 Certificates are registered
with the Securities and Exchange Commission by means of an effective
Registration Statement (No. 333-143015). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting Agreement.
Section
1. The
Mortgage Pool:
The
Series 2007-FA5 Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the “Mortgage Pool”) of conventional, fixed rate,
first lien, one-to-four family residential mortgage loans (the “Mortgage Loans”)
having the following characteristics as of September 1, 2007 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pool:
Approximately $163,881,559 aggregate principal balance as of the Cut-off
Date,
subject to an upward or downward variance of up to 5%, the precise aggregate
principal balance to be determined by the Company.
(b) Original
Term to Maturity:
The
original term to maturity of each Mortgage Loan included in the Mortgage
Pool
shall be between 240 and 360 months.
Section
2. The
Certificates:
The
Offered Certificates shall be issued as follows:
(a) Classes:
The
Offered Certificates shall be issued with the following Class designations,
initial pass-through rates and class principal balances, subject in the
aggregate to the variance referred to in Section 1(a) and, as to any particular
Class, to an upward or downward variance of up to 5%:
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Pass-
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Required Ratings
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Class
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Initial Class Principal
Balance
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Through
Rate
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Class
Purchase
Price Percentage
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S&P
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Fitch
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Class
A-1
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$
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138,600,000.00
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6.500%
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99.421875000%
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AAA
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AAA
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Class
A-2
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$
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9,900,000.00
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(2)
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7.000%
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-
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AAA
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AAA
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Class
A-3
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$
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10,273,000.00
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6.500%
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99.421875000%
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AAA
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AAA
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Class
A-4
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$
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733,785.00
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(2)
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7.000%
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-
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AAA
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AAA
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Class
A-5(1)
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$
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138,600,000.00
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7.000%
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-
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AAA
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AAA
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Class
A-6(1)
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$
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10,273,000.00
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7.000%
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-
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AAA
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AAA
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Class
A-7(1)
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$
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148,873,000.00
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6.500%
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-
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AAA
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AAA
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Class
A-8(1)
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$
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10,633,785.00
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(2)
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7.000%
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-
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AAA
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AAA
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Class
A-9(1)
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$
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148,873,000.00
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7.000%
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-
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AAA
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AAA
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Class
A-R
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$
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100.00
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7.000%
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-
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AAA
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AAA
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(1)
These
certificates are exchangeable for other classes of the offered certificates
in
the combinations identified in Schedule I to the prospectus supplement. See
“Description
of the Certificates - Exchangeable Certificates”
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 applicable
per annum initial pass-through rate set forth in 2(a) above from and including
the Cut-off Date up to, but not including, September 27, 2007 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received at least the Required Ratings from
Fitch Ratings (“Fitch”) and Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc.
(“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.
Section
6. Acknowledgment
of Merger:
The
Underwriter hereby acknowledges that, effective May 31, 2007, First Horizon
Home
Loan Corporation merged with and into First Tennessee Bank National Association.
All references in the Underwriting Agreement to First Horizon Home Loan
Corporation shall be deemed to refer to First Horizon Home Loans, a division
of
First Tennessee Bank National Association, as successor by merger to First
Horizon Home Loan Corporation.
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2
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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 Loans, a division of First Tennessee Bank National Association,
and
the Company.
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Very
truly yours,
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FTN
FINANCIAL CAPITAL MARKETS, a
division
of First Tennessee Bank National
Association
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By:
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Name:
Xxxx Xxxxxx
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Title:
Senior Vice President
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The
foregoing Agreement is
hereby
confirmed and accepted
as
of the
date first above written.
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By:
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Name:
Xxxxxx Xxxxx
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Title:
Vice President
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FIRST
HORIZON HOME LOANS, a division of
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First
Tennessee Bank National Association
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By:
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Name:
Xxxxx X. XxXxx
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Title:
Executive Vice President
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