Exhibit 4.2
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SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated March 30,
2005
(the "Instrument"), between Financial Asset
Securities Corp. as seller (the
"Depositor") and Deutsche Bank National
Trust Company as trustee of the Meritage
Mortgage 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 January 1, 2005 (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 2. 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 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 Subsequent 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 3. 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.
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Section 4. 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 5.
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 6.
Counterparts.
This Instrument may be executed in one o
