Unassociated Document


    Exhibit
      4.2

     

     

    SUBSEQUENT
      TRANSFER INSTRUMENT

     

    Pursuant
      to this Subsequent Transfer Instrument, dated November 1, 2006 (the
“Instrument”), between Financial Asset Securities Corp. as seller (the
“Depositor”), and Deutsche Bank National Trust Company as trustee of the Fremont
      Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3, as purchaser
      (the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as
      of September 1, 2006 (the “Pooling and Servicing Agreement”), among the
      Depositor, Wells Fargo Bank, N.A. as servicer (the “Servicer”) 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 each Subsequent Assignment and Recognition
      Agreement, dated the date hereof, among the Depositor as assignee, Greenwich
      Capital Financial Products, Inc. as assignor and Fremont Investment & Loan
      as originator 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 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.

     

    Section
      5.    Counterparts.

     

    This
      Instrument may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same instrument.

     

    Section
      6.    Successors
      and Assigns.

     

    This
      Instrument shall inure to the benefit of and be binding upon the Depositor
      and
      the Trustee and their respective successors and assigns.

     

    
      	 	 	 
	 	
              FINANCIAL
                ASSET SECURITIES CORP.

            
	 
 	 
 	 
 
	 	 	By:
	 	
              
                

              

            
	 	
              Name:

              
                Title:

              

            


    

    
      	 	 	 
	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY as trustee for Fremont Home Loan Trust
                2006-3,
                Asset-Backed Certificates, Series 2006-3

            
	 
 	 
 	 
 
	 	 	By:  
	 	
              
                

              

            
	 	
              Name:

              Title:

            


    

     

    Attachments

    A.    Additional
      terms of sale.

    B.    Schedule
      of Subsequent Mortgage Loans.

     


    ADDITIONAL
      TERMS OF SALE

    


    
      	A.	
              General
                

            


    

    


    
      	
            	1.	
              Subsequent
                Cut-off Date: October 1, 2006

            


    

    
      	
            	2.	
              Subsequent
                Transfer Date: November 1, 2006

            


    

    
      	
            	3.	
              Aggregate
                Principal Balance of the Subsequent Mortgage Loans as of the Subsequent
                Cut-off Date: $518,107,596.56

            


    

    
      	
            	4.	
              Purchase
                Price: 100%

            


    

    


    
      	B.	
              The
                obligation of the Trust Fund to purchase a Subsequent Mortgage Loan
                on any
                Subsequent Transfer Date is subject to the satisfaction of the conditions
                set forth in the immediately preceding paragraph and the accuracy
                of the
                following representations and warranties with respect to each such
                Subsequent Mortgage Loan determined as of the applicable Subsequent
                Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or
                more days
                delinquent as of the last day of the month preceding the Subsequent
                Cut-off Date; (ii) the original term to stated maturity of such Subsequent
                Mortgage Loan will not be less than 120 months and will not exceed
                360
                months; (iii) the Subsequent Mortgage Loan may not provide for negative
                amortization; (iv) such Subsequent Mortgage Loan will not have a
                loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage
                Loans will have, as of the Subsequent Cut-off Date, a weighted average
                term since origination not in excess of 3 months; (vi) such Subsequent
                Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
                Rate
                that is not less than 5.800% per annum or greater than 14.150% per
                annum;
                (vii) such Subsequent Mortgage Loan must have a first payment date
                occurring on or before January 1, 2007 and will include 30 days’ interest
                thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate
                Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin
                not
                less than 2.750% per annum; (ix) if the Subsequent Mortgage Loan
                is an
                Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will
                have a
                Maximum Mortgage Rate not less than 11.250% per annum; (x) if the
                Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the
                Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less
                than
                5.250% per annum and (xi) such Subsequent Mortgage Loan shall have
                been
                underwritten in accordance with the criteria set forth under “The
                Originator—Underwriting Standards” in the Prospectus
                Supplement.

            


    

    


    
      	C.	
              Following
                the purchase of any Subsequent Group I Mortgage Loan by the Trust,
                the
                Group I Mortgage Loans (including such Subsequent Group I Mortgage
                Loans)
                will: (i) have a weighted average original term to stated maturity
                of not
                more than 360 months; (ii) have a weighted average Mortgage Rate
                of not
                less than 8.620% per annum and not more than 8.720% per annum; (iii)
                have
                a weighted average Loan-to-Value Ratio of not more than 82.00%; (iv)
                have
                no Mortgage Loan with a Stated Principal Balance at origination which
                does
                not conform to Fannie Mae and Freddie Mac loan limits; (v) will consist
                of
                Mortgage Loans with Prepayment Charges representing no less than
                54.00% by
                aggregate Stated Principal Balance of the Group I Mortgage Loans;
                (vi)
                have a weighted average FICO score of not less than 605 and (vii)
                have no
                more than 21.00% of Fixed-Rate Mortgage Loans by aggregate Stated
                Principal Balance of the Group I Mortgage Loans. In addition, the
                Adjustable-Rate Group I Mortgage Loans will have a weighted average
                Gross
                Margin not less than 6.000% per annum. For purposes of the calculations
                described in this paragraph, percentages of the Group I Mortgage
                Loans
                will be based on the Stated Principal Balance of the Initial Group
                I
                Mortgage Loans as of the Cut-off Date and the Stated Principal Balance
                of
                the Subsequent Group I Mortgage Loans as of the related Subsequent
                Cut-off
                Date.

            


    

    


    
      	D.	
              Following
                the purchase of any Subsequent Group II Mortgage Loan by the Trust,
                the
                Group II Mortgage Loans (including such Subsequent Group II Mortgage
                Loans) will: (i) have a weighted average original term to stated
                maturity
                of not more than 360 months; (ii) have a weighted average Mortgage
                Rate of
                not less than 8.470% per annum and not more than 8.570% per annum;
                (iii)
                have a weighted average Loan-to-Value Ratio of not more than 85.00%;
                (iv)
                have no Mortgage Loan with a principal balance in excess of $1,300,000;
                (v) will consist of Mortgage Loans with Prepayment Charges representing
                no
                less than 57.50% by aggregate Stated Principal Balance of the Group
                II
                Mortgage Loans; (vi) have a weighted average FICO score of not less
                than
                635 and (vii) have no more than 22.00% of Fixed-Rate Mortgage Loans
                by
                aggregate Stated Principal Balance of the Group II Mortgage Loans.
                In
                addition, the Adjustable-Rate Group II Mortgage Loans will have a
                weighted
                average Gross Margin not less than 5.900% per annum. For purposes
                of the
                calculations described in this paragraph, percentages of the Group
                II
                Mortgage Loans will be based on the Stated Principal Balance of the
                Initial Group II Mortgage Loans as of the Cut-off Date and the Stated
                Principal Balance of the Subsequent Group II Mortgage Loans as of
                the
                related Subsequent Cut-off Date.

            


    

    


    
      	E.	
              Notwithstanding
                the foregoing, any Subsequent Mortgage Loan may be rejected by any
                Rating
                Agency if the inclusion of any such Subsequent Mortgage Loan would
                adversely affect the ratings of any Class of Certificates. At least
                one
                Business Day prior to the Subsequent Transfer Date, each Rating Agency
                shall notify the Trustee as to which Subsequent Mortgage Loans, if
                any,
                shall not be included in the transfer on the Subsequent Transfer
                Date;
                provided, however, that the Seller shall have delivered to each Rating
                Agency at least three Business Days prior to such Subsequent Transfer
                Date
                a computer file acceptable to each Rating Agency describing the
                characteristics specified in paragraphs (B) and (C)
                above.