Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant
to this Subsequent Transfer Instrument, dated June 25, 2004
(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 2004-1, Asset-Backed
Certificates, Series 2004-1, as
purchaser (the "Trustee"), and pursuant to
the Pooling and Servicing Agreement,
dated as of March 1, 2004 (the "Pooling and
Servicing Agreement"), among the
Depositor, HomEq Servicing Corporation 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 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 2. 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.
Section 3.
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.
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, without giving
effect to principles of conflicts of
law.
