Exhibit 4.2
SUBSEQUENT TRANSFER
AGREEMENT
Pursuant to (i) this Subsequent
Transfer Agreement, dated June 21, 2005 (the
“Agreement”), among Greenwich Capital Financial
Products, Inc. as seller (the “Seller”), Financial
Asset Securities Corp. as depositor (the “Depositor”),
GreenPoint Mortgage Funding Trust 2005-HE1 as issuer (the
“Issuer”) and Deutsche Bank National Trust Company as
indenture trustee of the GreenPoint Mortgage Funding Trust
2005-HE1, Asset-Backed Notes, Series 2005-HE1 (the “Indenture
Trustee”) and (ii) the Sale and Servicing Agreement, dated as
of March 30, 2005 (the “Sale and Servicing Agreement”),
among the Seller, the Depositor, GreenPoint Mortgage Funding, Inc.
as originator and servicer (the “Originator” and the
“Servicer”), the Issuer and the Indenture Trustee, the
parties hereto agree to (i) the sale by the Seller to the Depositor
of the Mortgage Loans listed on the attached Schedule of Mortgage
Loans (the “Subsequent Mortgage Loans”), (ii) the sale
by the Depositor to the Issuer of the Subsequent Mortgage Loans and
(iii) the pledge of the Subsequent Mortgage Loans by the Issuer to
the Trustee.
Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the
Sale and Servicing Agreement.
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Section 1.
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Conveyance of Subsequent Mortgage
Loans .
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(a) Upon
receipt of the Purchase Price by the Seller, the Seller does hereby
sell, transfer, assign, set over, deposit with and otherwise convey
to the Depositor, without recourse, and the Depositor does hereby
sell, transfer, assign, set over, deposit with and otherwise convey
to the Issuer, without recourse, in trust, all of its right, title
and interest in and to the Subsequent Mortgage Loans.
(b) The
Issuer hereby grants to the Trustee, as trustee for the benefit of
the Certificateholders, all of the Issuer’s right, title and
interest in and to the Subsequent Mortgage Loans and the proceeds
thereof.
(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
Seller hereby confirms that each of the conditions and the
representations and warranties, as applicable, set forth in Section
3.03 of the Sale and Servicing Agreement are satisfied as of the
date hereof. The S
