EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated January 30, 2004
(the "Instrument"), between Option One Mortgage Acceptance Corporation as seller
(the "Depositor") and Xxxxx Fargo Bank, N.A. as trustee of the Option One
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 January 1, 2004 (the "Pooling and Servicing Agreement"), among the
Depositor as depositor, Option One Mortgage Corporation as master servicer (the
"Master Servicer") and the Trustee as 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
Subsequent 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 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 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
Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the
Depositor, the Master 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 Agreements, dated the date hereof, 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.
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 Master
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.
OPTION ONE MORTGAGE ACCEPTANCE
CORPORATION
By: __________________________________
Name:
Title:
XXXXX FARGO BANK, N.A., as Trustee for
Option One Mortgage Loan Trust 2004-1,
Asset-Backed Certificates, Series 2004-1
By: __________________________________
Name:
Title:
Attachments
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A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Schedule of Prepayment Charges.
ATTACHMENT A
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ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: January 1, 2004
2. Subsequent Transfer Date: January 30, 2004
3. Aggregate Principal Balance of the Subsequent Mortgage Loans
as of the Subsequent Cut-off Date: $202,866,953.84
4. Purchase Price: 100.00%
B. Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer
Date is subject to the satisfaction of the conditions set forth in the
immediately following 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) such Subsequent Mortgage Loan will
not have a Loan-to-Value Ratio greater than 100.00%; (iv) such Subsequent
Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average
term since origination not in excess of 360 months; (v) such Subsequent Mortgage
Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less
than 4.500% per annum or greater than 13.000% per annum; (vi) each of the
Subsequent Mortgage Loans will have a first payment date occurring on or before
March 1, 2004; (vii) if the Subsequent Mortgage Loan is an Adjustable Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less
than 2.975% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable
Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage
Rate not less than 10.500% per annum; (ix) if the Subsequent Mortgage Loan is an
Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum
Mortgage Rate not less than 4.500% per annum, (x) the Subsequent Mortgage Loan
may not provide for negative amortization; (xi) such Subsequent Mortgage Loan
shall have been serviced by the Master Servicer since origination, the date of
purchase or the date of acquisition of the servicing and (xii) such Subsequent
Mortgage Loan shall have been underwritten in accordance with the criteria set
forth under "Option One Mortgage Corporation--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 5.000% per annum and not more than 12.500% per annum; (iii)
have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have
no Mortgage Loan with an original principal balance which does not conform to
Xxxxxx Xxx and Xxxxxxx Mac guidelines; (v) will consist of Mortgage Loans with
Prepayment Charges representing no less than 70.00% by aggregate Stated
Principal Balance of the Group I Mortgage Loans; and (vi) have no more
than 30.00% 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 4.500% 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 4.950% per annum and not more than 12.000% per annum; (iii)
have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have
no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
70.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans; and
(vi) have no more than 30.00% 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 4.500% 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 (i) the NIMS Insurer or (ii) 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 Master Servicer, in its
capacity as Originator, 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), (C) and (D) above.
ATTACHMENT B
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SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
FILED BY PAPER
ATTACHMENT C
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SCHEDULE OF PREPAYMENT CHARGES
AVAILABLE UPON REQUEST
