Exhibit 4.2
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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 Deutsche Bank National Trust Company as trustee (the
"Trustee") of the First Franklin Mortgage Loan Trust 2004-FFH4, Asset-Backed
Certificates, Series 2004-FFH4 and pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2004 (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
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.
(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.
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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.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
DEUTSCHE BANK NATIONAL
TRUST COMPANY, as Trustee
for First Franklin Mortgage
Loan Trust 2004-FFH4,
Asset-Backed Certificates,
Series 2004-FFH4
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
Attachments
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A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
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ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
Subsequent Cut-off Date: January 1, 2005
Subsequent Transfer Date: January 19, 2005
Aggregate Stated Principal Balance of the Subsequent Mortgage
Loans as of the Subsequent Cut-off Date: $329,532,555.23
Purchase Price: 100%
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 following paragraphs 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) 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 103.00%; (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 5.500% per annum or greater than 11.000% 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 3.250% 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 10.000% 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 4.500% 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 7.000% per annum and not more than 8.250% 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 ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac loan limits; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than 72.00% by aggregate
Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted
average FICO score of not less than 650 and (vii) have no more than 20.00% 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 5.000% 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 7.000% per annum and not more than 8.250% 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 $1,0000,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
72.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans;
(vi) have a weighted average FICO score of not less than 650 and (vii) have no
more than 20.00% 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 5.000%
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 (B), (C) and (D) above.
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ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[FILED BY PAPER]
ATTACHMENT C
AVAILABLE UPON REQUEST