Exhibit 4.2
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SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated November 30,
1999 (the "Instrument"), between Option One Mortgage Acceptance Corporation as
seller (the "Depositor"), and Norwest Bank Minnesota, National Association as
trustee of the Option One Mortgage Loan Trust 1999-3 Asset-Backed Certificates,
Series 1999-3, as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of October 1, 1999 (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, 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, 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 the Master Servicer 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
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Name: Xxxxxxx X. X'Xxxxx
Title: Treasurer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Trustee for Option One
Mortgage Loan Trust 1999-3,
Asset-Backed Certificates,
Series 1999-3
By: /s/ Xxx xxxx
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Name: Xxx Xxxx
Title: Assistant 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: November 1, 1999
2. Subsequent Transfer Date: November 30, 1999
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$34,114,702.74
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 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 95%; (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, if a
Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than
7.000% or greater than 14.000%; (vii) such Subsequent Mortgage Loan shall have
been serviced by the Master Servicer since originated or purchased by the
Depositor; (viii) such Subsequent Mortgage Loan must have a first payment date
occurring on or before December 1, 1999; (ix) if the Subsequent Mortgage Loan is
an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross
Margin not less than 4.200%; (x) if the Subsequent Mortgage Loan is an
Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum
Mortgage Rate not less than 12.950%; (xi) if the Subsequent Mortgage Loan is an
Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum
Mortgage Rate not less than 7.000%; 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 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 342 months; (ii) have a weighted average Mortgage Rate
of not less than 9.500% and not more than 9.700%; (iii) have a weighted average
loan-to-value ratio of not more than 78%; (iv) have no Mortgage Loan with a
principal balance in excess of $750,000, and (v) have no more than 28.33% of
Fixed Rate Mortgage Loan, in each case, as applicable, by aggregate principal
balance of the Mortgage Loans as of the Subsequent Cut-off Date. In addition,
the Adjustable Rate Mortgage Loans will as of the Subsequent Cut-off Date have a
weighted average Gross Margin not less than 5.600% by aggregate principal
balance of the Adjustable Rate Mortgage Loans as of the Subsequent Cut-off Date.
In the sole discretion of the Certificate Insurer, Subsequent Mortgage Loans
with characteristics varying from those set forth above may be purchased by the
Trust; provided, however that the addition of such Mortgage Loans will not
materially affect the aggregate characteristics of the Mortgage Pool.
D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by either Rating Agency if the inclusion of such Subsequent Mortgage
Loan would adversely affect the ratings on any class of Offered Certificates.
ATTACHMENT B
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