Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated January 27, 2005
(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 2005-1 Asset-Backed Certificates, Series 2005-1, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of January 1, 2005 (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.
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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.
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OPTION ONE MORTGAGE ACCEPTANCE CORPORATION
By: /s/ Xxxxxxx X. X'Xxxx
-------------------------------
Name: Xxxxxxx X. X'Xxxx
Title: Treasurer
XXXXX FARGO BANK, N.A., as Trustee
for Option One Mortgage Loan Trust 2005-1,
Asset-Backed Certificates, Series 2005-1
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: Vice President
Attachments
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, 2005
2. Subsequent Transfer Date: January 27, 2005
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as
of the Subsequent Cut-off Date: $203,117,366.36
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 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) 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 360 months; (vi) 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 14.500% per annum; (vii) 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 (viii) each of the Subsequent Mortgage
Loans will have a first payment date occurring on or before February
1, 2005; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin
not less than 2.500% per annum; (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 10.200% per annum; (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 4.000% per annum, 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 68.00% by aggregate
Stated Principal Balance of the Group I Mortgage Loans; (vi) will have
second lien Mortgage Loans comprising no more than 2.00% of the Group
I Mortgage Loans, (vii) have no more than 30.00% of Fixed Rate
Mortgage Loans by aggregate Stated Principal Balance of the Group I
Mortgage Loans, (viii) will have a weighted average FICO score of not
less than 600 and (ix) will consist of Mortgage Loans covered by the
PMI Policy representing no less than 60.00% by aggregate Stated
Principal Balance of the Group I Mortgage Loans. In addition, the
Adjustable Rate Group I Mortgage Loans will have a weighted
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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 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 a
principal balance in excess of $1,500,000; (v) will consist of
Mortgage Loans with Prepayment Charges representing no less than
68.00% by aggregate Stated Principal Balance of the Group II Mortgage
Loans; (vi) will have second lien Mortgage Loans comprising no more
than 2.00% of the Group I Mortgage Loans, (vii) have no more than
30.00% of Fixed Rate Mortgage Loans by aggregate Stated Principal
Balance of the Group II Mortgage Loans, (viii) will have a weighted
average FICO score of not less than 600 and (ix) will consist of
Mortgage Loans covered by the PMI Policy representing no less than
60.00% 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 (c) and (d) above.
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