FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-AA4 TERMS AGREEMENT (to Underwriting Agreement, dated May 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-AA4
(to
Underwriting Agreement,
dated
May
26, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
| First Horizon Asset Securities Inc. |
New
York, New York
|
| 4000 Horizon Way |
June
26, 2006
|
| Xxxxxx, Xxxxx 00000 |
Citigroup
Global Markets 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-AA4,
Mortgage Pass-Through Certificates, Series 2006-AA4 Certificates (the “Series
2006-AA4 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-AA4 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-AA4 Certificates shall evidence the entire beneficial ownership
interest in four 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 June 1,
2006 (the “Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $264,499,718 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, Pool
III and
Pool IV shall be 360 months, and the original term to maturity of each Mortgage
Loan included in Pool II 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,
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
PrincipalBalance
(or Notional Amount*) |
Pass-Through
Rate
|
Class
Purchase
Price
Percentage
|
|
|
I-A-1
|
$
12,728,000.00
|
Variable(1)
|
101.472656250%
|
|
|
I-A-2
|
$
12,728,000.00*
|
Variable(1)
|
101.472656250%
|
|
|
II-A-R
|
$
100.00
|
Variable(1)
|
101.445312500%
|
|
|
II-A-1
|
$145,882,000.00
|
Variable(1)
|
101.445312500%
|
|
|
III-A-1
|
$
51,721,000.00
|
Variable(1)
|
101.445312500%
|
|
|
2AB3
|
$
12,212,000.00
|
Variable(1)
|
101.445312500%
|
|
|
2IO3
|
$209,815,000.00*
|
Variable(1)
|
101.445312500%
|
|
|
IV-A-1
|
$
25,813,000.00
|
Variable(1)
|
101.281250000%
|
|
|
IV-A-2
|
$
1,596,000.00
|
Variable(1)
|
101.281250000%
|
|
|
IV-AIO
|
$
27,409,000.00*
|
Variable(1)
|
101.281250000%
|
|
| (1) |
The
pass-through rates for the Offered 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 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, June 30, 2006 (the “Closing Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received Required Ratings of at least “AAA” from
Fitch, Inc.. The Offered Certificates, other than the Class 2AB3 Certificates
and the Class IV-A-2 Certificates, shall have also received Required Ratings
of
at least “Aaa” from Xxxxx’x Investors Service, Inc. (“Moody’s”), and the Class
2AB3 Certificates and the Class IV-A-2 Certificates shall have also received
Required Ratings of at least “Aa1” from Moody’s.
Section
5. Tax
Treatment:
One or
more elections will be made to treat the assets of the Trust Fund as a
REMIC.
191520
FHAMS 2006-AA4
Citigroup
Terms to Underwriting Agreement
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, | ||
| CITIGROUP GLOBAL MARKETS 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 | ||
