EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated August 31, 2000
(the "Instrument"), between Option One Mortgage Acceptance Corporation as seller
(the "Depositor"), and Xxxxx Fargo Bank Minnesota, National Association as
trustee of the Option One Mortgage Loan Trust 2000-3 Asset-Backed Certificates,
Series 2000-3, as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2000 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Option One Mortgage Corporation
as 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
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 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 Agreement, dated the date hereof, between the Depositor
as purchaser and Option One Owner Trust 2000-2 and Option One Owner Trust
2000-3, as applicable, 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.
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: /s/ Xxxxxxx X. X'Xxxxx
---------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Treasurer
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Trustee for Option One
Mortgage Loan Trust 2000-3,
Asset-Backed Certificates,
Series 2000-3
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: August 1, 2000
2. Subsequent Transfer Date: August 31, 2000
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$23,114,773.22
4. Purchase Price: 100.00%
B. The following representations and warranties with respect to each
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 related Subsequent Cut-off Date; (ii) the original term to stated
maturity of such Subsequent Mortgage Loan will not be less than 180 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 6 months; (vi) such Subsequent Mortgage Loan shall
have been serviced by the Master Servicer since originated or purchased by the
Depositor; (vii) such Subsequent Mortgage Loan must have a first payment date
occurring on or before October 2000; (viii) the Subsequent Mortgage Loan will
have a Gross Margin not less than 2.000%; (ix) the Subsequent Mortgage Loan will
have a Maximum Mortgage Rate not less than 12.000%; (x) the Subsequent Mortgage
Loan will have a Minimum Mortgage Rate not less than 6.000%; and (xi) 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 Mortgage Loan by the Trust,
the Mortgage Loans (including such Subsequent Mortgage Loans) will as of the
Subsequent Cut-off Date: (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 10.000% and not more than 10.500%; (iii) have a weighted
average loan-to-value ratio of not more than 78.00%; and (iv) have no Mortgage
Loan with a principal balance in excess of $1,000,000. In addition, the Mortgage
Loans will as of the Subsequent Cut-off Date have a weighted average Gross
Margin not less than 5.500% by aggregate principal balance of the Mortgage Loans
as of the Subsequent Cut-off Date.
D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by either Rating Agency if the inclusion of any such Subsequent
Mortgage Loan would adversely affect the ratings of any Class of Certificates.
