SUBSEQUENT TRANSFER INSTRUMENT
Exhibit
4.2
Pursuant
to this Subsequent Transfer Instrument, dated November 1, 2006 (the
“Instrument”), between Financial Asset Securities Corp. as seller (the
“Depositor”), and Deutsche Bank National Trust Company as trustee of the Fremont
Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3, as purchaser
(the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as
of September 1, 2006 (the “Pooling and Servicing Agreement”), among the
Depositor, Xxxxx Fargo Bank, N.A. as servicer (the “Servicer”) 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 each Subsequent Assignment and Recognition
Agreement, dated the date hereof, among the Depositor as assignee, Greenwich
Capital Financial Products, Inc. as assignor and Fremont Investment & Loan
as originator 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.
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.
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Name:
Title:
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DEUTSCHE
BANK NATIONAL TRUST COMPANY as trustee for Fremont Home Loan Trust
2006-3,
Asset-Backed Certificates, Series 2006-3
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| By: | ||
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Name:
Title:
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Attachments
A. Additional
terms of sale.
B. Schedule
of Subsequent Mortgage Loans.
ADDITIONAL
TERMS OF SALE
| A. |
General
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| 1. |
Subsequent
Cut-off Date: October 1, 2006
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| 2. |
Subsequent
Transfer Date: November 1, 2006
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| 3. |
Aggregate
Principal Balance of the Subsequent Mortgage Loans as of the Subsequent
Cut-off Date: $518,107,596.56
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| 4. |
Purchase
Price: 100%
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| 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 3 months; (vi) such Subsequent
Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
Rate
that is not less than 5.800% per annum or greater than 14.150% per
annum;
(vii) such Subsequent Mortgage Loan must have a first payment date
occurring on or before January 1, 2007 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 11.250% 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
5.250% per annum and (xi) such Subsequent Mortgage Loan shall have
been
underwritten in accordance with the criteria set forth under “The
Originator—Underwriting Standards” in the Prospectus
Supplement.
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| 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 8.620% per annum and not more than 8.720% per annum; (iii)
have
a weighted average Loan-to-Value Ratio of not more than 82.00%; (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
54.00% by
aggregate Stated Principal Balance of the Group I Mortgage Loans;
(vi)
have a weighted average FICO score of not less than 605 and (vii)
have no
more than 21.00% 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 6.000% 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.
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| 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 8.470% per annum and not more than 8.570% per annum;
(iii)
have a weighted average Loan-to-Value Ratio of not more than 85.00%;
(iv)
have no Mortgage Loan with a principal balance in excess of $1,300,000;
(v) will consist of Mortgage Loans with Prepayment Charges representing
no
less than 57.50% by aggregate Stated Principal Balance of the Group
II
Mortgage Loans; (vi) have a weighted average FICO score of not less
than
635 and (vii) have no more than 22.00% 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 5.900% 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.
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| 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 (B) and (C)
above.
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