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EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-8
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated July 24, 2002
between the Company and the Underwriter)
First Horizon Asset Securities Inc.
New York, New York
4000 Horizon Way
December 22, 2005
Irving, Texas 75063
Bear,
Stearns & Co. 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 Mortgage
Pass-Through Trust, Series 2005-8 Certificates (the "Series
2005-8
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 2005-8 Certificates are registered with the Securities
and Exchange
Commission by means of an effective Registration Statement (No.
333-125158).
Capitalized terms used and not defined herein have the meanings
given them in
the Underwriting Agreement.
Section 1.
The Mortgage Pools: The Series 2005-8 Certificates shall
evidence the entire beneficial ownership interest in two pools (the
"Mortgage
Pools") of conventional, fixed rate, first lien, fully amortizing,
one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the
following characteristics as of December 1, 2005 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pools:
Approximately
$310,975,601 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 shall be between 240 and 360
months.
The
original term to maturity of each Mortgage Loan in Pool II shall
be
180
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 pr
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