EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated January 23, 2004
(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 2003-FF5, Asset-Backed Certificates, Series 2003-FF5, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of December 1, 2003 (the "Pooling and Servicing Agreement"), among the
Depositor, Saxon Mortgage 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 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 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:
XXXXX FARGO BANK, N.A., as Trustee for
First Franklin Mortgage Loan Trust 2003-FF5,
Asset-Backed Certificates, Series 2003-FF5
By:_____________________________________
Name:
Title:
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Schedule of Prepayment Charges.
ATTACHMENT A
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ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: January 1, 2004
2. Subsequent Transfer Date: January 23, 2004
3. Aggregate Stated Principal Balance of the Subsequent Mortgage
Loans as of the Subsequent Cut-off Date: $273,170,944.45
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 following 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 Group II 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 Group II
Mortgage Loan will not be less than 180 months and will not exceed 360 months;
(iii) such Subsequent Group II Mortgage Loan will not provide for negative
amortization; (iv) such Subsequent Group II Mortgage Loan will not have a
loan-to-value ratio greater than 100.00%; (v) such Subsequent Group II 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 Group II
Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is
not less than 5.250% per annum or greater than 11.250% per annum; (vii) such
Subsequent Group II Mortgage Loan must have a first payment date occurring on or
before March 1, 2004 and will include 30 days' interest thereon; (viii) if the
Subsequent Group II Mortgage Loan is an Adjustable- Rate Mortgage Loan, the
Subsequent Group II Mortgage Loan will have a Gross Margin not less than 2.500%
per annum; (ix) if the Subsequent Group II Mortgage Loan is an Adjustable-Rate
Mortgage Loan, the Subsequent Group II Mortgage Loan will have a Maximum
Mortgage Rate not less than 6.750% per annum; (x) if the Subsequent Group II
Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Group II
Mortgage Loan will have a Minimum Mortgage Rate not less than 2.750% per annum
and (xi) such Subsequent Group II 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 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 6.250% per annum and not more than 7.000% 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 in excess of $1,000,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
86.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans;
(vi) have no more than 5.50% of Fixed-Rate Mortgage Loans by aggregate Stated
Principal Balance of the Group II Mortgage Loans and (vii) have no Mortgage Loan
located in the State of New Jersey that was originated after November 27, 2003.
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.
D. 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
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FILED BY PAPER
ATTACHMENT C
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AVAILABLE UPON REQUEST
