Exhibit 4.2
SUBSEQUENT TRANSFER
INSTRUMENT
Pursuant to this Subsequent Transfer
Instrument, dated October 14, 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 2005 FFH3, Asset Backed Certificates, Series
2005 FFH3 and pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2005 (the “Pooling and Servicing
Agreement”), among the Depositor, National City Home Loan
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.
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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.
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(c)
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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
