Exhibit 4.2
SUBSEQUENT TRANSFER
INSTRUMENT
Pursuant to this Subsequent Transfer
Instrument, dated May 23, 2005 (the “Instrument”),
between Financial Asset Securities Corp. as seller (the
“Depositor”), and Deutsche Bank National Trust Company
as trustee (the “Trustee”) of the Fremont Home Loan
Trust 2005-1, Asset-Backed Certificates, Series 2005-1 and pursuant
to the Pooling and Servicing Agreement, dated as of March 1, 2005
(the “Pooling and Servicing Agreement”), among the
Depositor, Litton Loan Servicing LP 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.
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Section 1.
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Conveyance of Subsequent Mortgage
Loans .
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(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.
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Section 2.
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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.
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Section 3.
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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 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.
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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.
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Section 5.
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Counterparts
.
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This Instrument may be executed in
one or more counterparts and by the different parties hereto on
separate counterparts, each of
