EXECUTION
FIRST HORIZON ASSET SECURITIES
INC.
MORTGAGE PASS-THROUGH
CERTIFICATES
SERIES 2006-FA8
TERMS AGREEMENT
(to Underwriting
Agreement,
dated June 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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Memphis, Tennessee
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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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Morgan Stanley & Co. Incorporated (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-FA8, Mortgage Pass-Through Certificates, Series 2006-FA8
Certificates (the “ 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 Pools : The Series 2006-FA8 Certificates shall
evidence the entire beneficial ownership interest in two mortgage
pools (“ Pool I ” and “ Pool II
” and, collectively, 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
Pools : 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 m
