Contract
EXECUTION
FIRST HORIZON
ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2005-AA5
(to
Underwriting Agreement,
dated
March 27, 2003,
between
the Company and the Underwriter)
|
New
York, New York | |
|
4000
Horizon Way |
May
23, 2005 |
|
Xxxxxx,
Xxxxx 00000 |
Xxxxxx
Xxxxxxx & Co. Incorporated (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 2005-AA5
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
2005-AA5 Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 333-119657). Capitalized
terms used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section
1. The
Mortgage Pools: The
Series 2005-AA5 Certificates shall evidence the entire beneficial ownership
interest in two pools (the “Mortgage Pools”) of primarily 30-year adjustable
rate, fully amortizing one- to four-family residential mortgage loans (the
“Mortgage Loans”) having the following characteristics as of May 1, 2005 (the
“Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $440,023,247 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 II
shall be 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 |
|
B-1 |
$11,441,000.00 |
Variable(1) |
101.578125000% |
|
B-2 |
$
5,060,000.00 |
Variable(1) |
100.843750000% |
|
B-3 |
$
3,300,000.00 |
Variable(1) |
99.156250000% |
_______________
| (1) |
The
Certificate Rates on the Class B-1, Class B-2 and Class B-3 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, May 27, 2005 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall
have received Required
Ratings of (i) at least “AA” from Standard and Poor’s Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) in the case of the Class
B-1 Certificates, (ii) at least “A” from S&P in the case of the Class B-2
Certificates and (iii) at least “BBB” from S&P in the case of the Class B-3
Certificates.
Section
5. Tax
Treatment: One or
more elections will be made to treat the assets of the Trust Fund as a
REMIC.
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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 between the Underwriter and the Company.
| Very truly yours, | ||
| XXXXXX XXXXXXX & CO. INCORPORATED | ||
| |
|
|
| By: | /s/ | |
|
Name: Title: | ||
The
foregoing Agreement is
hereby
confirmed and accepted
as of the
date first above written.
| FIRST HORIZON ASSET SECURITIES INC. | |||
| /s/ | |||
|
|
|||
| Name: Xxxxxx
Xxxxx Title: Vice President |
| FIRST HORIZON HOME LOAN CORPORATION | |||
| /s/ | |||
|
|
|||
| Name: Xxxxx
XxXxx Title: Executive Vice President |
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