FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-AA6 TERMS AGREEMENT (to Underwriting Agreement, dated September 25, 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
September 25, 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 |
Xxxxxxx,
Xxxxx & Co. (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.
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.
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.
(b)
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
|
Pass-Though
Rate
|
Class
Purchase
Price
Percentage
|
|||
B-1
|
$13,534,000.00
|
Variable(1)
|
102.226500000%
|
|||
B-2
|
$
4,101,000.00
|
Variable(1)
|
101.478800000%
|
|||
B-3
|
$
3,075,000.00
|
Variable(1)
|
99.277000000%
|
(1)
|
The
pass-through rates for the Offered Certificates are variable and
will be
calculated as described in the Prospectus Supplement. The initial
pass-through rate for these classes of certificates for the first
interest
accrual period will be approximately
6.88%.
|
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
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”).
4. Required
Ratings:
The
Class B-1, Class B-2 and Class B-3 Certificates shall have received Required
Ratings of at least (i) “AA” from Standard & Poor’s Rating Services, a
division of the XxXxxx-Xxxx Companies, Inc. (“S&P”), in the case of the
Class B-1 Certificates, (ii) “A” from S&P, in the case of the Class B-2
Certificates, and (iii) “BBB” from S&P, in the case of the Class B-3
Certificates.
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 among the Underwriter,
First
Horizon Home Loan Corporation and the Company.
Very
truly yours,
XXXXXXX,
XXXXX & CO.
By:
___________________
(Xxxxxxx,
Sachs & Co.)
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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