Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated January 19, 2005
(the "Instrument"), between Financial Asset Securities Corp. as seller (the
"Depositor"), and Xxxxx Fargo Bank, N.A. as trustee of the First Franklin
Mortgage Loan Trust 2004-FF11, Asset-Backed Certificates, Series 2004-FF11, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of December 1, 2004 (the "Pooling and Servicing Agreement"), among the
Depositor, National City Home Loan Services, Inc. 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 related 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 related 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 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 the Servicer 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.
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(a) The Depositor hereby confirms that each of the conditions 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.
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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
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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.
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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.
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FINANCIAL ASSET SECURITIES CORP.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Managing Director
XXXXX FARGO BANK, N.A., as Trustee for First
Franklin Mortgage Loan Trust 2004-FF11,
Asset-Backed Certificates, Series 2004-FF11
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Vice President
Attachments
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A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: January 1, 2005
2. Subsequent Transfer Date: January 19, 2005
3. Aggregate Principal Balance of the Subsequent Mortgage Loans
as of the Subsequent Cut-off Date: 496,391,365.76
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 calendar 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) the Subsequent
Mortgage Loan may 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 6 months; (vi) such
Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
Rate that is not less than 4.750% per annum or greater than 10.250% per annum;
(vii) such Subsequent Mortgage Loan must have a first payment date occurring on
or before February 2005 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 2.750% 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 6.375% 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 4.000%
per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in
accordance with the criteria set forth under "First Franklin Financial
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 6.000% per annum and not more than 7.500% per annum; (iii) have
a weighted average Loan-to-Value Ratio of not more than 84.00%; (iv) have no
Mortgage Loan with a Stated Principal Balance at origination which does not
conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than 81.00% by aggregate
Stated Principal Balance of the Group I Mortgage Loans; (vi) have no more than
13.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the
Group I Mortgage Loans and (vii) will have a weighted average FICO score of not
less than 600. In addition, the Adjustable-Rate Group I Mortgage Loans will have
a weighted average Gross Margin not less than 4.25% 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 6.000% per annum and not more than 7.500% per annum; (iii) have
a weighted average Loan-to-Value Ratio of not more than 84.00%; (iv) have no
Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist
of Mortgage Loans with Prepayment Charges representing no less than 81.00% by
aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) have no
more than 13.000% of Fixed-Rate Mortgage Loans by aggregate Stated Principal
Balance of the Group II Mortgage Loans and (vii) will have a weighted average
FICO score of not less than 600. In addition, the Adjustable-Rate Group II
Mortgage Loans will have a weighted average Gross Margin not less than 4.250%
per annum. For purposes of the calculations described in this paragraph,
percentages
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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.
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ATTACHMENT B
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SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
Available Upon Request
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ATTACHMENT B
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FILED BY PAPER
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ATTACHMENT C
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AVAILABLE UPON REQUEST
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