EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated August 27,
2004
(the "Instrument"), between Financial Asset
Securities Corp. as seller (the
"Depositor"), and Wells Fargo Bank, N.A. as
trustee (the "Trustee") of the First
Franklin Mortgage Loan Trust 2004-FFH2,
Asset-Backed Certificates, Series
2004-FFH2 and pursuant to the Pooling and
Servicing Agreement, dated as of June
1, 2004 (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 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.
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
<PAGE>
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,
