Exhibit 4.2
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SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated March 18, 2005
(the "Instrument"), between Financial Asset Securities Corp. as seller (the
"Depositor"), and Deutsche Bank National Trust Company as trustee of the
Soundview Home Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Select Portfolio Servicing, 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 Assignment and
Recognition 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.
(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.
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.
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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.
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FINANCIAL ASSET SECURITIES CORP.
By:________________________________________
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Trustee for Soundview Home Loan Trust 2005-1,
Asset-Backed Certificates, Series 2005-1
By:________________________________________
Name:
Title:
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: March 1, 2005
2. Subsequent Transfer Date: March 18, 2005
3. Aggregate Principal Balance of the
Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $267,127,821.93
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 120 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 4 months;
(vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan,
shall have a Mortgage Rate that is not less than 4.000% per annum or
greater than 13.000% per annum; (vii) such Subsequent Mortgage Loan
must have a first payment date occurring on or before May 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 3.500% 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 6.500% 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 3.500% per annum and (xi) such
Subsequent Mortgage Loan shall have been underwritten in accordance
with the criteria set forth under "The Originators" 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 358 months; (ii) have a weighted
average Mortgage Rate of not less than 7.250% per annum and not more
than 7.500% per annum; (iii) have a weighted average Loan-to-Value
Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a
Stated Principal Balance at origination which does not conform to
Xxxxxx Xxx and Xxxxxxx Mac loan limits; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than approximately
70% by aggregate Stated Principal Balance of the Group I Mortgage
Loans; (vi) have a weighted average FICO score of not less than 600,
(vii) have no more than 13% of Fixed-Rate Mortgage Loans by aggregate
Stated Principal Balance of the Group I Mortgage Loans and (viii) the
Adjustable-Rate Group I Mortgage Loans will have a weighted average
Gross Margin not less than 5.75% per annum. In addition, approximately
31% of the Group I Mortgage Loans will have been originated by
Accredited, approximately 33% of the Group I Mortgage Loans will have
been originated by Argent, approximately 4% of the Group I Mortgage
Loans will have been originated by WMC and approximately 32% of the
Group I Mortgage Loans will have been originated by the ResMAE
Originators. 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 350 months; (ii) have a weighted
average Mortgage Rate of not less than 7.25% per annum and not more
than 7.50% per annum; (iii) have a weighted average Loan-to-Value Ratio
of not more than 100.00%; (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 75% by aggregate
Stated Principal Balance
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of the Group II Mortgage Loans; (vi) have a weighted average FICO score
of not less than 615, (vii) have no more than 20% of Fixed-Rate
Mortgage Loans by aggregate Stated Principal Balance of the Group II
Mortgage Loans and (viii) the Adjustable-Rate Group II Mortgage Loans
will have a weighted average Gross Margin not less than 5.50% per
annum. In addition, approximately 19% of the Group II Mortgage Loans
will have been originated by Accredited, approximately 13% of the Group
II Mortgage Loans will have been originated by Argent, approximately
21% of the Group II Mortgage Loans will have been originated by CIT,
approximately 12% of the Group II Mortgage Loans will have been
originated by WMC and approximately 34% of the Group II Mortgage Loans
will have been originated by the ResMAE Originators. 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.
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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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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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