Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated June 25, 2004 (the
"Instrument"), between Financial Asset Securities Corp. as seller (the
"Depositor") and Deutsche Bank National Trust Company as trustee of the Meritage
Mortgage Loan Trust 2004-1, Asset-Backed Certificates, Series 2004-1, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of March 1, 2004 (the "Pooling and Servicing Agreement"), among the
Depositor, HomEq Servicing Corporation as servicer and the Trustee, the
Depositor and the Trustee agree to the sale by the Depositor and the purchase by
the Trustee in trust, on behalf of the Trust, of the Mortgage Loans listed on
the attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee in trust, on behalf of the Trust, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the Subsequent Cut-off
Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery
of this Agreement, has delivered or caused to be delivered to the Trustee each
item set forth in Section 2.01 of the Pooling and Servicing Agreement. The
transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans
identified on the Subsequent Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Servicer, the Trustee and the Certificateholders
to constitute and to be treated as a sale by the Depositor to the Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the Depositor as purchaser
and Greenwich Capital Financial Products, Inc. as seller, to the extent of the
Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Depositor hereby confirms that each of the conditions precedent
and the representations and warranties set forth in Section 2.08 of the Pooling
and Servicing Agreement are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.
FINANCIAL ASSET SECURITIES CORP.
By:_________________________________
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Trustee for Meritage Mortgage Loan Trust 2004-1,
Asset-Backed Certificates, Series 2004-1
By:_________________________________
Name:
Title:
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Schedule of Prepayment Charges.
ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: June 1, 2004 (after taking into
account scheduled payments of principal due on or before
June 1, 2004)
2. Subsequent Transfer Date: June 25, 2004
3. Aggregate Stated Principal Balance of the Subsequent Mortgage
Loans as of the Subsequent Cut-off Date: $168,198,252.65
4. Purchase Price: 100.00%
B. The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan
on any Subsequent Transfer Date is subject to the satisfaction of the conditions
set forth in the immediately preceding paragraph and the accuracy of the
following representations and warranties with respect to each such Subsequent
Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such
Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last
day of the month preceding the Subsequent Cut-off Date; (ii) the original term
to stated maturity of such Subsequent Mortgage Loan will not be less than 180
months and will not exceed 360 months; (iii) such Subsequent Mortgage Loan will
not provide for negative amortization; (iv) such Subsequent Mortgage Loan will
not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent
Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average
term since origination not in excess of 3 months; (vi) such Subsequent Mortgage
Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less
than 6.00% per annum; (vii) such Subsequent Mortgage Loan must have a first
payment date occurring on or before July 1, 2004 and will include 30 days'
interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less
than 3.00% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate
not less than 10.00% per annum; (x) if the Subsequent Mortgage Loan is an
Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum
Mortgage Rate not less than 3.00% per annum and (xi) such Subsequent Mortgage
Loan shall have been underwritten in accordance with the criteria set forth
under "Meritage Mortgage Corporation--Underwriting Standards" in the Prospectus
Supplement.
C. Following the purchase of any Subsequent Group I Mortgage Loan by the
Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage
Loans) will: (i) have a weighted average original term to stated maturity of not
more than 360 months; (ii) have a weighted average Mortgage Rate of not less
than 9.60% per annum for any fixed-rate Group I Mortgage Loan; (iii) have a
weighted average Loan-to-Value Ratio of not more than 88.00%; (iv) have no
Mortgage Loan with a Stated Principal Balance in excess of $720,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
80.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; and
(vi) have no more than 10.00% of Fixed-Rate Mortgage Loans by aggregate Stated
Principal Balance of the Group I Mortgage Loans. In addition, the
Adjustable-Rate Group I Mortgage Loans will have a weighted average Gross Margin
not less than 6.00% per annum. For purposes of the calculations described in
this paragraph, percentages of the Group I Mortgage Loans will be based on the
Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off
Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans
as of the related Subsequent Cut-off Date.
D. Following the purchase of any Subsequent Group II Mortgage Loan by the
Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage
Loans) will: (i) have a weighted average original term to stated maturity of not
more than 360 months; (ii) have a weighted average Mortgage Rate of not less
than 9.60% per annum for any fixed-rate Group II Mortgage Loan; (iii) have a
weighted average Loan-to-Value Ratio of not more than 88.00%; (iv) have no
Mortgage Loan with a Stated Principal Balance in excess of $720,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
80.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and
(vi) have no more than 10.00% of Fixed-Rate Mortgage Loans by aggregate Stated
Principal Balance of the Group II Mortgage Loans. In addition, the
Adjustable-Rate
Group II Mortgage Loans will have a weighted average Gross Margin not less than
6.00% per annum. For purposes of the calculations described in this paragraph,
percentages of the Group II Mortgage Loans will be based on the Stated Principal
Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the
Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the
related Subsequent Cut-off Date.
E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage
Loan would adversely affect the ratings of any Class of Certificates. At least
one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall
notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be
included in the transfer on the Subsequent Transfer Date; provided, however,
that the Seller shall have delivered to each Rating Agency at least three
Business Days prior to such Subsequent Transfer Date a computer file acceptable
to each Rating Agency describing the characteristics specified in paragraphs (c)
and (d) above.
ATTACHMENT B
FILED BY PAPER
ATTACHMENT C
AVAILABLE UPON REQUEST
