FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-AA1 TERMS AGREEMENT (to Underwriting Agreement, dated May 30, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-AA1
TERMS
AGREEMENT
(to
Underwriting Agreement,
dated
May
30, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
|
First
Horizon Asset Securities Inc.
|
New
York, New York
|
|
4000
Horizon Way
|
March
26, 2007
|
|
Irving,
Texas 75063
|
UBS
Securities LLC (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 2007-AA1 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-AA1 Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 333-137018). Capitalized
terms used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section
1. The
Mortgage Pools:
The
Series 2007-AA1 Certificates shall evidence the entire beneficial ownership
interest in two mortgage pools (the “Mortgage
Pools”)
of
conventional, adjustable rate, first lien, fully amortizing one- to four-family
residential mortgage loans (the “Mortgage
Loans”)
having
the following characteristics as of March 1, 2007 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $351,048,249 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 the Mortgage Pools
shall be between 240 and 360 months.
Section
2. The
Certificates:
The
Offered Certificates shall be issued as follows:
FHAMS
2007-AA1
UBS
Underwriting Terms Agreement
(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%:
|
Initial
Approximate Pass-Through
|
Class
Purchase Price
|
Required
Ratings
|
||||||||||||||
|
Class
|
Class
Principal Balance
|
Rate(1)
|
Percentage
|
Fitch
|
S&P
|
|||||||||||
|
Class
I-A-1
|
$
|
115,000,000.00
|
6.5798
|
%
|
101.554687500
|
%
|
AAA
|
AAA
|
||||||||
|
Class
I-A-2
|
$
|
177,845,000.00
|
6.3298
|
%
|
101.554687500
|
%
|
AAA
|
AAA
|
||||||||
|
Class
I-A-3
|
$
|
189,702,000.00
|
(2)
|
0.2500
|
%
|
N/A
|
AAA
|
AAA
|
||||||||
|
Class
I-A-4
|
$
|
11,857,000.00
|
6.3298
|
%
|
101.554687500
|
%
|
AAA
|
AAA
|
||||||||
|
Class
I-A-R
|
$
|
100.00
|
6.5798
|
%
|
101.554687500
|
%
|
AAA
|
AAA
|
||||||||
|
Class
II-A-1
|
$
|
22,879,000.00
|
7.0559
|
%
|
102.164062500
|
%
|
AAA
|
AAA
|
||||||||
|
Class
II-A-2
|
$
|
1,526,000.00
|
7.0559
|
%
|
102.164062500
|
%
|
AAA
|
AAA
|
||||||||
“N/A”
indicates that these Classes of Offered Certificates are not rated by the
applicable Rating Agency.
|
(1)
|
The
pass-through rates on 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.
The
Underwriter agrees, subject to the terms and conditions contained herein and
in
the Underwriting Agreement, to purchase the principal balances of the Classes
of
Certificates specified opposite its name below:
|
Series
2007-AA1
Designation
|
UBS
Securities LLC ($)
|
|||
|
Class
I-A-1
|
115,000,000.00
|
|||
|
Class
I-A-2
|
177,845,000.00
|
|||
|
Class
I-A-3
|
189,702,000.00
|
|||
|
Class
I-A-4
|
11,857,000.00
|
|||
|
Class
I-A-R
|
100.00
|
|||
|
Class
II-A-1
|
22,879,000.00
|
|||
|
Class
II-A-2
|
1,526,000.00
|
|||
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 Pass-Through Rate set forth in 2(a) above from and including the
Cut-off Date up to, but not including, March 30, 2007 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received at least the Required Ratings from
Fitch, Inc. (“Fitch”)
and
Standard and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. (“S&P”)
set
forth in Section 2(a) above.
FHAMS
2007-AA1
UBS
Underwriting Terms Agreement
2
Section
5. Tax
Treatment:
One or
more elections will be made to treat the assets of the Trust Fund as a
REMIC.
FHAMS
2007-AA1
UBS
Underwriting Terms Agreement
3
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,
|
||
|
UBS
SECURITIES LLC
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
The
foregoing Agreement is
xxxxxx
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
|
||
FHAMS
2007-AA1
UBS
Underwriting Terms Agreement
