EXHIBIT 4.2
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SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated October 11, 2002
(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 2002-5 Asset-Backed Certificates,
Series 2002-5, as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2002 (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 2002-5, Asset-Backed
Certificates, Series 2002-5
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: October 1, 2002
2. Subsequent Transfer Date: October 11, 2002
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$3,135,321.75
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 (or 180 months, in the case
of any Balloon Mortgage Loan); (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 6 months; (v) such Subsequent Mortgage Loan, if a
Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 6.25%
per annum or greater than 14.14% per annum; (vi) such Subsequent Mortgage Loan
must have a first payment date occurring on or before October 1, 2002; (vii) if
the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Gross Margin not less than 3.50% 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 12.10% 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 6.10%
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 or the date of purchase, (xii) if the
Subsequent Mortgage Loan is to be included in Loan Group I, such Subsequent
Mortgage Loan will have an original Principal Balance within the dollar amount
limits prescribed by Xxxxxxx Mac for conforming one- to four-family mortgage
loans and (xiii) such Subsequent Mortgage Loan shall have been underwritten in
accordance with the criteria set forth under "Option One Mortgage
Corporation--Underwriting Standards" in the Information Circular and 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): (i) will have a weighted average original term to stated
maturity of not more than 360 months, (ii) will have a weighted average term
since origination not in excess of 6 months; (iii) will have a weighted average
Mortgage Rate of not less than 8.803% per annum; (iv) will have a weighted
average Loan-to-Value
Ratio of not more than 79.50%; (v) will have a weighted average Gross Margin for
the Adjustable- Rate Group I Mortgage Loans that is not less than 5.998% per
annum; (vi) will have a weighted average Maximum Mortgage Rate for the
Adjustable-Rate Group I Mortgage Loans of not less than 14.79% per annum; (vii)
will have a weighted average Minimum Mortgage Rate for the Adjustable- Rate
Group I Mortgage Loans of not less than 8.79% per annum; (viii) will have no
Group I Mortgage Loan with a Principal Balance that does not conform to Xxxxxxx
Mac loan limits; (ix) will be secured by Mortgaged Properties in any one state
representing no more than 14.17% of the aggregate Principal Balance of the Group
I Mortgage Loans; (x) will be secured by Mortgaged Properties in any one zip
code representing no more than 0.50% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xi) will be secured by non-owner occupied Mortgaged
Properties representing no more than 5.26% of the aggregate Principal Balance of
the Group I Mortgage Loans; (xii) will be secured by two- to four-family
Mortgaged Properties representing no more than 11.67% of the aggregate Principal
Balance of the Group I Mortgage Loans; (xiii) will have a weighted average FICO
score of the related mortgagor of not less than 593; (xiv) will have a cash-out
refinance loan purpose representing no more than 61.22% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xv) will have Prepayment
Charge provisions with respect to no less than 82.54% of the aggregate Principal
Balance of the Group I Mortgage Loans; (xvi) will have an Originator's risk
grade of CC representing no more than 1.02% of the aggregate Principal Balance
of the Group I Mortgage Loans; (xvii) will have an Originator's risk grade of C
representing no more than 4.82% of the aggregate Principal Balance of the Group
I Mortgage Loans; (xviii) will have an Originator's risk grade of B representing
no more than 15.86% of the aggregate Principal Balance of the Group I Mortgage
Loans; (xix) will have Group I Mortgage Loans with a Loan-to-Value Ratio at
origination of 80.00% representing no more than 29.94% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xx) will have Group I Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 80.00% representing
no more than 36.34% of the aggregate Principal Balance of the Group I Mortgage
Loans; (xxi) will have Group I Mortgage Loans with a Loan-to- Value Ratio at
origination in excess of 90.00% representing no more than 10.87% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xxii) will have
Group I Mortgage Loans with a Loan-to-Value Ratio at origination in excess of
95.00% representing no more than 0.30% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xxiii) will have been underwritten in accordance with
the Originator's Full Documentation Program representing not less than 63.59% of
the aggregate Principal Balance of the Group I Mortgage Loans; (xxiv) will have
been underwritten in accordance with the Originator's Stated Income
Documentation Program representing not more than 35.95% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xxv) will have been
underwritten in accordance with the Originator's Mortgage Credit Only Program
representing not more than 5.52% of the aggregate Principal Balance of the Group
I Mortgage Loans; (xxvi) with respect to the Adjustable-Rate Group I Mortgage
Loans, approximately 94.67% of the aggregate Principal Balance thereof will have
their first adjustment 2 years following their date of origination and the
remainder of the Adjustable-Rate Group I Mortgage Loans will have their first
adjustment either six months or 3 years following their date of origination,
(xxvii) will have an average prepayment period of 24.98 months, (xxviii) will
have Fixed-Rate Group I Mortgage Loans representing no more than 12.76% of the
aggregate Principal Balance of the Group I Mortgage Loans, (xxix) will have
Balloon Mortgage Loans representing no more than 7.56% of the aggregate
Principal Balance of the Fixed-Rate Group I Mortgage Loans and (xxx) will have
second lien Group I Mortgage Loans representing no more than 5.78% of the
aggregate Principal Balance of the Fixed-Rate Group I Mortgage Loans.
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): (i) will have a weighted average original term to stated
maturity of not more than 360 months, (ii) will have a weighted average term
since origination not in excess of 6 months; (iii) will have a weighted average
Mortgage Rate of not less than 8.677% per annum; (iv) will have a weighted
average Loan-to-Value Ratio of not more than 79.69%; (v) will have a weighted
average Gross Margin for the Adjustable- Rate Group II Mortgage Loans that is
not less than 5.854% per annum; (vi) will have a weighted average Maximum
Mortgage Rate for the Adjustable-Rate Group II Mortgage Loans of not less than
14.649% per annum; (vii) will have a weighted average Minimum Mortgage Rate for
the Adjustable- Rate Group II Mortgage Loans of not less than 8.639% per annum;
(viii) [reserved]; (ix) will be secured by Mortgaged Properties in any one state
representing no more than 20.16% of the aggregate Principal Balance of the Group
II Mortgage Loans; (x) will be secured by Mortgaged Properties in any one zip
code representing no more than 0.53% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xi) will be secured by non-owner occupied Mortgaged
Properties representing no more than 3.99% of the aggregate Principal Balance of
the Group II Mortgage Loans; (xii) will be secured by two- to four-family
Mortgaged Properties representing no more than 8.15% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xiii) will have a weighted average FICO
score of the related mortgagor of not less than 597; (xiv) will have a cash-out
refinance loan purpose representing no more than 61.07% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xv) will have Prepayment
Charge provisions with respect to no less than 79.73% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xvi) will have an Originator's risk
grade of CC representing no more than 1.47% of the aggregate Principal Balance
of the Group II Mortgage Loans; (xvii) will have an Originator's risk grade of C
representing no more than 3.62% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xviii) will have an Originator's risk grade of B
representing no more than 10.02% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xix) will have Group II Mortgage Loans with a Loan-to-Value
Ratio at origination of 80.00% representing no more than 28.30% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xx) will have Group II
Mortgage Loans with a Loan-to-Value Ratio at origination in excess of 80.00%
representing no more than 35.29% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xxi) will have Group II Mortgage Loans with a Loan-to- Value
Ratio at origination in excess of 90.00% representing no more than 11.10% of the
aggregate Principal Balance of the Group II Mortgage Loans; (xxii) will have
Group II Mortgage Loans with a Loan-to-Value Ratio at origination in excess of
95.00% representing no more than 0.06% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxiii) will have been underwritten in accordance with
the Originator's Full Documentation Program representing not less than 51.01% of
the aggregate Principal Balance of the Group II Mortgage Loans; (xxiv) will have
been underwritten in accordance with the Originator's Stated Income
Documentation Program representing not more than 40.99% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxv) will have been
underwritten in accordance with the Originator's Mortgage Credit Only Program
representing not more than 5.98% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xxvi) with respect to the Adjustable-Rate Group II Mortgage
Loans,
approximately 83.00% of the aggregate Principal Balance thereof will have their
first adjustment 2 years following their date of origination and the remainder
of the Adjustable-Rate Group II Mortgage Loans will have their first adjustment
either six months or 3 years following their date of origination, (xxvii) will
have an average prepayment period of 25.05 months, (xxviii) will have Fixed-Rate
Group II Mortgage Loans representing no more than 20.20% of the aggregate
Principal Balance of the Group II Mortgage Loans, (xxix) will have Balloon
Mortgage Loans representing no more than 1.32% of the aggregate Principal
Balance of the Fixed-Rate Group II Mortgage Loans and (xxx) will have second
lien Group II Mortgage Loans representing no more than 12.29% of the aggregate
Principal Balance of the Fixed-Rate Group II Mortgage Loans.
E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by (i) the Guarantor, (ii) the NIMS Insurer or (ii) either 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 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.
