SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated March 31, 2003 (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 2003-2 Asset-Backed Certificates, Series
2003-2, as purchaser (the "Trustee"), and pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2003 (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 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: __________________________________
Name:
Title:
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee for Option One
Mortgage Loan Trust 2003-2, Asset-Backed
Certificates, Series 2003-2
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: March 1, 2003
2. Subsequent Transfer Date: March 31, 2003
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of
the Subsequent Cut-off Date: $355,700,311.20
4. Purchase Price: 100.00%
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 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 5.00% per annum or greater than 15.00% per annum; (vi) no more than 21.50%
of the aggregate Principal Balance of all the Subsequent Mortgage Loans will
have a first payment date occurring on or after May 1, 2003; (vii) if the
Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Gross Margin not less than 2.00% 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 11.50% 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 5.00%
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 7.81% per annum and not more than 8.11% per annum; (iii) have a weighted
average Loan-to-Value Ratio of not more than 79.00%; (iv) have no Mortgage Loan
with a Principal Balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac
guidelines; (v) will consist of Mortgage Loans covered by the PMI Policy
representing no less than 69.00% by
aggregate Principal Balance of the Group I Mortgage Loans; (vi) will consist of
Mortgage Loans with Prepayment Charges representing no less than 72.00% by
aggregate Principal Balance of the Group I Mortgage Loans; and (vii) have no
more than 29.20% of Fixed Rate Mortgage Loans by aggregate 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 5.08% per annum.
For purposes of the calculations described in this paragraph, percentages of the
Group I Mortgage Loans will be based on the Principal Balance of the Initial
Group I Mortgage Loans as of the Cut-off Date and the 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 7.75% per annum and not more than 8.05% per annum; (iii) have a weighted
average Loan-to-Value Ratio of not more than 79.00%; (iv) have no Mortgage Loan
with a principal balance in excess of $1,000,000; (v) will consist of Mortgage
Loans covered by the PMI Policy representing no less than 68.50% by aggregate
Principal Balance of the Group II Mortgage Loans; (vi) will consist of Mortgage
Loans with Prepayment Charges representing no less than 74.00% by aggregate
Principal Balance of the Group II Mortgage Loans; and (vii) have no more than
26.00% of Fixed Rate Mortgage Loans by aggregate 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 5.00% per annum. For purposes
of the calculations described in this paragraph, percentages of the Group II
Mortgage Loans will be based on the Principal Balance of the Initial Group II
Mortgage Loans as of the Cut-off Date and the 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 (c) and (d) above.
