EXECUTION
FIRST
HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH
CERTIFICATES
SERIES 2006-FA8
TERMS AGREEMENT
(to Underwriting
Agreement,
dated September 26, 2006
among the Company, First
Horizon
Home Loan Corporation
and the Underwriter)
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First Horizon
Asset Securities Inc.
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New York, New York
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4000 Horizon
Way
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December 22,
2006
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Irving, Texas
75063
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HSBC Securities (USA) 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 Series 2006-FA8 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-FA8 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-FA8 Certificates shall
evidence the entire beneficial ownership interest in two mortgage
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,
2006 (the “ Cut-off Date ”):
(a) Aggregate Principal Amount of the Mortgage
Pool : Approximately
$502,059,353 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 Pool shall be (i)
between 240 and 360 months, in the case of Pool I and (ii) 180
months, in the case of Pool II.
Section 2. The Certificates : The Offered Certificates shall be issued as
follows:
(a) Classes : The Offered Certificates shall be issued
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