FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-AA3 TERMS AGREEMENT (to Underwriting Agreement, dated February 24, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter)
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-AA3
(to
Underwriting Agreement,
dated
February 24, 2006
among
the
Company, First Horizon
Home
Loan
Corporation
and
the
Underwriter)
| First Horizon Asset Securities Inc. |
New
York, New York
|
|
| 4000 Horizon Way |
May
25, 2006
|
|
| Xxxxxx, Xxxxx 00000 |
Credit
Suisse Securities (USA) 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 First Horizon Alternative Mortgage Securities Trust
2006-AA3, Mortgage Pass-Through Certificates, Series 2006-AA3 (the “Series
2006-AA3 Certificates”) specified in Section 2(a) hereof (the “Offered
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-AA3 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 Pool:
The
Series 2006-AA3 Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the “Mortgage
Pool”)
of
conventional, adjustable rate, fully amortizing, one- to four-family residential
mortgage loans (the “Mortgage
Loans”)
having
the following characteristics as of May 1, 2006 (the “Cut-off
Date”):
(a) Aggregate
Principal Amount of the Mortgage Pool:
Approximately $400,039,963 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 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%:
|
Required
Ratings
|
||||||||||||||||
|
Class
|
Class
Principal Balance |
Initial
Pass-Through
Rate(1) |
Class
Purchase Price Percentage
|
Fitch
|
Moody’s
|
|||||||||||
|
Class
A-1
|
$
|
356,489,000.00
|
6.4378
|
%
|
101.250000000
|
%
|
AAA
|
Aaa
|
||||||||
|
Class
A-2
|
$
|
21,148,000.00
|
6.4378
|
%
|
101.250000000
|
%
|
AAA
|
Aa1
|
||||||||
|
Class
A-R
|
$
|
100.00
|
6.4378
|
%
|
101.250000000
|
%
|
AAA
|
Aaa
|
||||||||
|
Class
B-1
|
$
|
11,001,000.00
|
6.4378
|
%
|
100.347656250
|
%
|
AA
|
N/A
|
||||||||
|
Class
B-2
|
$
|
3,801,000.00
|
6.4378
|
%
|
99.796875000
|
%
|
A
|
N/A
|
||||||||
|
Class
B-3
|
$
|
2,800,000.00
|
6.4378
|
%
|
95.003906250
|
%
|
BBB
|
N/A
|
||||||||
“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.
(b) The
Offered Certificates shall have such other characteristics as described in
the
related Prospectus.
The
Underwriter agrees, severally and not jointly, subject to the terms and
conditions contained herein and in the Underwriting Agreement, to purchase
the
principal balances of the Classes of Certificates specified below its
name:
|
Class
|
Credit
Suisse Securities (USA) LLC
|
|||
|
Class
A-1
|
$
|
356,489,000.00
|
||
|
Class
A-2
|
$
|
21,148,000.00
|
||
|
Class
A-R
|
$
|
100.00
|
||
|
Class
B-1
|
$
|
1,001,000.00
|
||
|
Class
B-2
|
$
|
3,801,000.00
|
||
|
Class
B-3
|
$
|
2,800,000.00
|
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, May 30, 2006 (the “Closing
Date”).
Section
4. Required
Ratings:
The
Offered Certificates shall have received at least the Required Ratings from
Fitch, Inc. (“Fitch”)
and
Xxxxx’x Investors Service, Inc. (“Moody’s”)
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.
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, | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| 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
