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Exhibit
99.5
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FINANCIAL GUARANTY
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INSURANCE POLICY
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OBLIGOR: First Horizon ABS Trust
2007-HE1
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Policy No.: 51849-N
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OBLIGATIONS: $307,000,000 First
Horizon HELOC Notes,
Series 2007-HE1
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Date of Issuance: June 28,
2007
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FINANCIAL
SECURITY ASSURANCE INC. (“Financial Security”), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY
GUARANTEES to each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete
payment by the Obligor of Scheduled Payments of principal of, and
interest on, the Obligations.
For
the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees:
(a)
payment of the amount of any distribution of principal of, or
interest on, the Obligations made during the Term of this Policy to
such Holder that is subsequently avoided in whole or in part as a
preference payment under applicable law (such payment to be made by
Financial Security in accordance with Endorsement No. 1
hereto).
(b)
payment of any amount required to be paid under this Policy by
Financial Security following Financial Security’s receipt of
notice as described in Endorsement No. 1 hereto.
Financial
Security shall be subrogated to the rights of each Holder to
receive payments under the Obligations to the extent of any payment
by Financial Security hereunder.
Except
to the extent expressly modified by an endorsement hereto, the
following terms shall have the meanings specified for all purposes
of this Policy. “Holder” means the registered owner of
any Obligation as indicated on the registration books maintained by
or on behalf of the Obligor for such purpose or, if the Obligation
is in bearer form, the holder of the Obligation. “Scheduled
Payments” means payments which are scheduled to be made
during the Term of this Policy in accordance with the original
terms of the Obligations when issued and without regard to any
amendment or modification of such Obligations thereafter; payments
which become due on an accelerated basis as a result of (a) a
default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis or (c) any other cause, shall not
constitute “Scheduled Payments” unless Financial
Security shall elect, in its sole discretion, to pay such principal
due upon such acceleration together with any accrued interest to
the date of acceleration. “Term of this Policy” shall
have the meaning set forth in Endorsement No. 1 hereto.
This
Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other
agreement or instrument, including any modification or amendment
thereto, or by the merger, consolidation or dissolution of the
Obligor. Except to the extent expressly modified by an endorsement
hereto, the premiums paid in respect of this Policy are
nonrefundable for any reason whatsoever, including payment, or
provision being made for payment, of the Obligations prior to
maturity. This Policy may not be cancelled or revoked during the
Term of this Policy. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76
OF THE NEW YORK INSURANCE LAW.
In
witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized
Officer.
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FINANCIAL SECURITY ASSURANCE
INC.
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By
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Authorized
Officer
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A subsidiary of Financial Security
Assurance Holdings Ltd.
31 West 52 nd Street, New York, N.Y. 10019
Form 100NY (5/89)
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(212)
826-0100
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ENDORSEMENT
NO. 1
TO FINANCIAL GUARANTY INSURANCE POLICY
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FINANCIAL SECURITY
ASSURANCE INC.
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31 West 52nd Street
New York, New York 10019
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Obligor:
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First Horizon ABS Trust 2007-HE1, established
pursuant to the Trust Agreement dated as of June 18, 2007, among
First Tennessee Bank National Association, as Seller, First Horizon
Asset Securities Inc., as Depositor, and Wilmington Trust Company,
as Owner Trustee, as amended and restated by that certain Amended
and Restated Trust Agreement dated as of June 28, 2007, among First
Tennessee Bank National Association, as Seller, First Horizon Asset
Securities Inc., as Depositor, and Wilmington Trust Company, as
Owner Trustee.
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Obligations:
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$307,000,000 First Horizon HELOC Notes, Series
2007-HE1
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Policy No.:
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51849-N
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Date of Issuance: June 28, 2007
1.
Definitions . For all purposes of this Policy, the terms
specified below shall have the meanings or constructions provided
below. Capitalized terms used herein and not otherwise defined
herein shall have the meanings provided in the Indenture and the
Sale and Servicing Agreement, as applicable, unless the context
shall otherwise require.
“
Business Day ” means any day other than (a) a Saturday
or Sunday or (b) a day on which banking institutions in the State
of New York, the State of Delaware or in the city in which the
Corporate Trust Office of the Indenture Trustee is located, are
authorized or obligated by law, executive order or government
decree to be closed.
“
Financial Security ” means Financial Security
Assurance Inc., a New York stock insurance company.
“
Holder ” or “ Noteholder ” shall
have the meaning set forth in the Indenture; provided ,
however , that Holder or Noteholder shall not include the
Obligor or any affiliates or successors thereof in the event that
the Obligor or any such affiliate or successor is a registered or
beneficial owner of the Obligation.
“
Indenture ” means the Indenture dated as of June 1,
2007, pertaining to the Obligations, by and between the Obligor, as
Issuer, and The Bank of New York, as Indenture Trustee, as the same
may be amended, modified or supplemented from time to time with the
consent of Financial Security.
“
Indenture Trustee ” means The Bank of New York, a New
York banking corporation, in its capacity as Indenture Trustee
under the Sale and Servicing Agreement and the Indenture, and any
successor in such capacity.
1
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Policy No. 51849-N
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Date of Issuance: June 28,
2007
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“
Policy ” means this Financial Guaranty Insurance
Policy and includes each endorsement thereto.
“
Receipt ” and “ Received ” mean
actual delivery to Financial Security and to the Fiscal Agent (as
defined below), if any, prior to 12:00 noon, New York City time, on
a Business Day; delivery either on a day that is not a Business
Day, or after 12:00 noon, New York City time, shall be deemed to be
receipt on the next succeeding Business Day. If any notice or
certificate given hereunder by the Indenture Trustee is not in
proper form or is not properly completed, executed or delivered, or
contains any misstatement, it shall be deemed not to have been
Received, and Financial Security or its Fiscal Agent shall promptly
so advise the Indenture Trustee and the Indenture Trustee may
submit an amended notice.
“
Sale and Servicing Agreement ” means the Sale and
Servicing Agreement dated as of June 1, 2007, among the Obligor, as
Issuer, First Horizon Asset Securities Inc., as Depositor, First
Tennessee Bank National Association, as Seller, Master Servicer and
Custodian, and the Indenture Trustee, as amended from time to time
with the consent of Financial Security.
“
Scheduled Payments ” means, without duplication, the
payment to be made to Holders in an aggregate amount equal to (i)
for each Payment Date, the Monthly Interest Distributable Amount
due on the Obligations for such Payment Date, (ii) for the Payment
Date occurring in September 2029, the amount needed to pay the
outstanding Note Principal Balance, and (iii) for any other Payment
Date, the amount of the excess, if any, of the Note Principal
Balance (in the case of clauses (ii) and (iii) above, after giving
effect to all allocations and payments of principal to be made on
the Obligations on the Payment Date, but without giving effect to
payments under this Policy to be made on such Payment Date) over
the Invested Amount for such Payment Date, in each case in
accordance with the original terms of the Obligations when issued
and without regard to any amendment or modification of the
Obligations, the Indenture or the Sale and Servicing Agreement
except amendments or modifications to which Financial Security has
given its prior written consent. Financial Security may consent to
any amendment of or modification to the Indenture as permitted by
the Indenture; provided, however, that no such amendment or
modification shall, without the consent of the Holder, change the
entitlement of the Holder to payment under this Policy of any
unpaid principal of the Obligations due at final maturity or due on
any scheduled principal amortization date, or any unpaid interest
thereon due on any interest payment date. Scheduled Payments will
not include, nor shall coverage be provided under this Policy in
respect of, any interest shortfalls due to the application of the
Relief Act, any prepayment interest shortfalls, any LIBOR Carryover
Interest Shortfalls or any amount required to increase the O/C
Amount to the Specified O/C Amount that may be incurred or that may
be distributable to the Obligations. Scheduled Payments shall not
include payments that become due on an accelerated basis as a
result of a default by the Obligor, an election by the Obligor to
pay principal on an accelerated basis, the occurrence of an Event
of Default under the Indenture or any other cause, unless Financial
Security elects, in its sole discretion, to pay in whole or in part
such principal due upon acceleration, together with any accrued
interest to the date of acceleration. In the event Financial
Security does not so elect, this Policy will continue to guarantee
payment on the Obligations in accordance with their original terms.
Scheduled Payments shall not include any amounts due in respect of
the Obligations attributable to any increase in interest rate,
penalty or other sum payable by the Obligor by reason of any
Default or Event of Default in respect of the
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Policy No. 51849-N
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Date of Issuance: June 28,
2007
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Obligations, or by reason of any deterioration of
the creditworthiness of the Obligor, nor shall Scheduled Payments
include, nor shall coverage be provided under this Policy in
respect of, any taxes, withholding or other charge imposed by any
governmental authority due in connection with the payment of any
Scheduled Paymen
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