Exhibit 4.2
-----------
SUBSEQUENT TRANSFER AGREEMENT
Subsequent Transfer Agreement, dated as of September 25, 2000,
among Asset Backed Securities Corporation, a Delaware corporation, as depositor
(the "Depositor"), Long Beach Mortgage Company, a Delaware corporation ("Long
Beach"), in its capacity as master servicer under the Pooling and Servicing
Agreement and Bankers Trust Company of California, N.A., as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Depositor, Long Beach and the Trustee are parties
to that certain pooling and servicing agreement dated as of August 1, 2000 (the
"Pooling and Servicing Agreement") relating to the Asset Backed Securities
Corporation Long Beach Home Equity Loan Trust 2000-LB1, Series 2000-LB1; and
WHEREAS, as contemplated in the Pooling and Servicing
Agreement, Long Beach desires to convey certain Subsequent Home Equity Loans (as
hereinafter defined) to the Depositor, and the Depositor desires to
simultaneously convey such Subsequent Home Equity Loans to the Trustee for the
benefit of the Certificateholders;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1.01. Defined Terms.
-------------
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Pooling and Servicing Agreement.
"Agreement" means this Subsequent Transfer Agreement and all
amendments hereof and supplements hereto.
"Cut-off Date" means, with respect to each of the Subsequent
Home Equity Loans, September 1, 2000.
"Subsequent Home Equity Loans" means the Home Equity Loans
identified on the Home Equity Loan Schedule specified in Section 1.02 hereof.
"Subsequent Transfer Date" means, with respect to this
Agreement, September 25, 2000.
Section 1.02. Home Equity Loan Schedule.
-------------------------
Annexed hereto is a supplement to the Home Equity Loan
Schedule of the Pooling and Servicing Agreement listing the Subsequent Home
Equity Loans to be conveyed by Long Beach to the Depositor and simultaneously by
the Depositor to the Trustee pursuant to the Pooling and Servicing Agreement and
this Agreement on the Subsequent Transfer Date.
Section 1.03. Conveyance of Subsequent Home Equity Loans by Long Beach.
--------------------------------------------------------
Subject to the conditions set forth in Section 1.05 and
Section 1.06 hereof, in consideration of the Trustee's delivery to or upon the
order of Long Beach of an amount equal to $23,499,810 (i.e., the aggregate
Cut-off Date Stated Principal Balance of the Subsequent Home Equity Loans), Long
Beach does hereby sell, transfer, assign and otherwise convey to the Depositor,
without recourse (subject to Long Beach's obligations hereunder) all of Long
Beach's right, title and interest in and to the Subsequent Home Equity Loans,
including all interest and principal received or receivable by Long Beach on or
with respect to each Subsequent Home Equity Loan after the Cut-off Date and all
interest and principal payments on each Subsequent Home Equity Loan received
prior to such Cut-off Date in respect of installments of interest and principal
due thereafter, but not including payments of principal and interest due and
payable on each Subsequent Home Equity Loan on or before the Cut-off Date, and
the Depositor simultaneously does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
each Subsequent Home Equity Loan, including all interest and principal received
or receivable by the Depositor on or with respect to each Subsequent Home Equity
Loan after the Cut-off Date and all interest and principal payments on each
Subsequent Home Equity Loan received prior to the Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on each Subsequent Home
Equity Loan on or before the Cut-off Date.
Section 1.04. Allocation of the Amounts to be Released from the
Pre-Funding Accounts.
-------------------------------------------------
Of the $23,499,810 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $23,499,810 (i.e., the aggregate Cut-off Date Principal Balance of the
Subsequent Home Equity Loans transferred to Loan Group 1 pursuant to this
Agreement) from the Group 1 Pre-Funding Account.
Of the $23,499,810 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $0 (i.e., the aggregate Cut-off Date Principal Balance of the Subsequent Home
Equity Loans transferred to Loan Group 2 pursuant to this Agreement) from the
Group 2 Pre-Funding Account.
Section 1.05. Representations and Warranties of Long Beach.
--------------------------------------------
Long Beach does hereby reaffirm the representations and
warranties set forth in Section 2.05 of the Pooling and Servicing Agreement for
the benefit of the Depositor and the Trustee as purchasers hereunder are true
with respect to the Subsequent Home Equity Loans. Such representations and
warranties shall survive the sale, transfer and assignment of the Subsequent
Home Equity Loans to the Depositor and the simultaneous sale, transfer and
assignment of such Subsequent Home Equity Loans to the Trustee.
Section 1.06. Representations and Warranties of Depositor.
-------------------------------------------
The Depositor does hereby reaffirm the representations and
warranties set forth in Section 2.04 of the Pooling and Servicing Agreement for
the benefit of the Trustee as purchaser hereunder are true with respect to the
Subsequent Home Equity Loans. Such representations and warranties shall survive
the sale, transfer and assignment of the Subsequent Home Equity Loans to the
Trustee.
Section 1.07. Conditions Precedent.
--------------------
The obligation of the Trustee to acquire the Subsequent Home
Equity Loans hereunder is subject to the satisfaction, on or prior to the
Subsequent Transfer Date, of the conditions precedent identified in Section
2.11(b) of the Pooling and Servicing Agreement.
The Trustee shall not be required to investigate or otherwise
verify satisfaction of the conditions listed above, but shall be entitled to
conclusively rely upon Opinions of Counsel and Officer's Certificates confirming
such fulfillment.
Section 1.08. Reaffirmation of Agreement.
--------------------------
All terms, conditions and provisions of the Pooling and
Servicing Agreement are hereby reaffirmed and incorporated by reference by Long
Beach as to the Subsequent Home Equity Loans.
Section 1.09. Governing Law.
-------------
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
under this Agreement shall be determined in accordance with such laws; provided,
however, the immunities, authority and standard of care of the Trustee shall be
governed by the jurisdiction in which its Corporate Trust Office is located.
IN WITNESS WHEREOF, Long Beach, the Depositor and the Trustee
have caused this Agreement to be duly executed and delivered by their respective
duly authorized officers as of the day and the year first above written.
LONG BEACH MORTGAGE COMPANY,
as Seller
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
ASSET BACKED SECURITIES
CORPORATION,
as Depositor
By: /s/Xxxxxxx X'Xxxxxxxx
----------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., not in its individual
capacity but solely as Trustee
By: /s/Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
SUPPLEMENT TO HOME EQUITY LOAN SCHEDULE
See Tab __
SUBSEQUENT TRANSFER AGREEMENT
Subsequent Transfer Agreement, dated as of October 6, 2000,
among Asset Backed Securities Corporation, a Delaware corporation, as depositor
(the "Depositor"), Long Beach Mortgage Company, a Delaware corporation ("Long
Beach"), in its capacity as master servicer under the Pooling and Servicing
Agreement and Bankers Trust Company of California, N.A., as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Depositor, Long Beach and the Trustee are parties
to that certain pooling and servicing agreement dated as of August 1, 2000 (the
"Pooling and Servicing Agreement") relating to the Asset Backed Securities
Corporation Long Beach Home Equity Loan Trust 2000-LB1, Series 2000-LB1; and
WHEREAS, as contemplated in the Pooling and Servicing
Agreement, Long Beach desires to convey certain Subsequent Home Equity Loans (as
hereinafter defined) to the Depositor, and the Depositor desires to
simultaneously convey such Subsequent Home Equity Loans to the Trustee for the
benefit of the Certificateholders;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1.01. Defined Terms.
-------------
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Pooling and Servicing Agreement.
"Agreement" means this Subsequent Transfer Agreement and all
amendments hereof and supplements hereto.
"Cut-off Date" means, with respect to each of the Subsequent
Home Equity Loans, October 2, 2000.
"Subsequent Home Equity Loans" means the Home Equity Loans
identified on the Home Equity Loan Schedule specified in Section 1.02 hereof.
"Subsequent Transfer Date" means, with respect to this
Agreement, October [__], 2000.
Section 1.02. Home Equity Loan Schedule.
-------------------------
Annexed hereto is a supplement to the Home Equity Loan
Schedule of the Pooling and Servicing Agreement listing the Subsequent Home
Equity Loans to be conveyed by Long Beach to the Depositor and simultaneously by
the Depositor to the Trustee pursuant to the Pooling and Servicing Agreement and
this Agreement on the Subsequent Transfer Date.
Section 1.03. Conveyance of Subsequent Home Equity Loans by Long Beach.
--------------------------------------------------------
Subject to the conditions set forth in Section 1.05 and
Section 1.06 hereof, in consideration of the Trustee's delivery to or upon the
order of Long Beach of an amount equal to $93,742,119 (i.e., the aggregate
Cut-off Date Stated Principal Balance of the Subsequent Home Equity Loans), Long
Beach does hereby sell, transfer, assign and otherwise convey to the Depositor,
without recourse (subject to Long Beach's obligations hereunder) all of Long
Beach's right, title and interest in and to the Subsequent Home Equity Loans,
including all interest and principal received or receivable by Long Beach on or
with respect to each Subsequent Home Equity Loan after the Cut-off Date and all
interest and principal payments on each Subsequent Home Equity Loan received
prior to such Cut-off Date in respect of installments of interest and principal
due thereafter, but not including payments of principal and interest due and
payable on each Subsequent Home Equity Loan on or before the Cut-off Date, and
the Depositor simultaneously does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
each Subsequent Home Equity Loan, including all interest and principal received
or receivable by the Depositor on or with respect to each Subsequent Home Equity
Loan after the Cut-off Date and all interest and principal payments on each
Subsequent Home Equity Loan received prior to the Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on each Subsequent Home
Equity Loan on or before the Cut-off Date.
Section 1.04. Allocation of the Amounts to be Released from the
Pre-Funding Accounts.
-------------------------------------------------
Of the $93,742,119 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $0 (i.e., the aggregate Cut-off Date Principal Balance of the Subsequent Home
Equity Loans transferred to Loan Group 1 pursuant to this Agreement) from the
Group 1 Pre-Funding Account.
Of the $93,742,119 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $93,742,119 (i.e., the aggregate Cut-off Date Principal Balance of the
Subsequent Home Equity Loans transferred to Loan Group 2 pursuant to this
Agreement) from the Group 2 Pre-Funding Account.
Section 1.05. Representations and Warranties of Long Beach.
--------------------------------------------
Long Beach does hereby reaffirm the representations and
warranties set forth in Section 2.05 of the Pooling and Servicing Agreement for
the benefit of the Depositor and the Trustee as purchasers hereunder are true
with respect to the Subsequent Home Equity Loans. Such representations and
warranties shall survive the sale, transfer and assignment of the Subsequent
Home Equity Loans to the Depositor and the simultaneous sale, transfer and
assignment of such Subsequent Home Equity Loans to the Trustee.
Section 1.06. Representations and Warranties of Depositor.
-------------------------------------------
The Depositor does hereby reaffirm the representations and
warranties set forth in Section 2.04 of the Pooling and Servicing Agreement for
the benefit of the Trustee as purchaser hereunder are true with respect to the
Subsequent Home Equity Loans. Such representations and warranties shall survive
the sale, transfer and assignment of the Subsequent Home Equity Loans to the
Trustee.
Section 1.07. Conditions Precedent.
--------------------
The obligation of the Trustee to acquire the Subsequent Home
Equity Loans hereunder is subject to the satisfaction, on or prior to the
Subsequent Transfer Date, of the conditions precedent identified in Section
2.11(b) of the Pooling and Servicing Agreement.
The Trustee shall not be required to investigate or otherwise
verify satisfaction of the conditions listed above, but shall be entitled to
conclusively rely upon Opinions of Counsel and Officer's Certificates confirming
such fulfillment.
Section 1.08. Reaffirmation of Agreement.
--------------------------
All terms, conditions and provisions of the Pooling and
Servicing Agreement are hereby reaffirmed and incorporated by reference by Long
Beach as to the Subsequent Home Equity Loans.
Section 1.09. Governing Law.
-------------
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
under this Agreement shall be determined in accordance with such laws; provided,
however, the immunities, authority and standard of care of the Trustee shall be
governed by the jurisdiction in which its Corporate Trust Office is located.
IN WITNESS WHEREOF, Long Beach, the Depositor and the Trustee
have caused this Agreement to be duly executed and delivered by their respective
duly authorized officers as of the day and the year first above written.
LONG BEACH MORTGAGE COMPANY,
as Seller
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
ASSET BACKED SECURITIES
CORPORATION,
as Depositor
By: /s/Xxxxxxx X'Xxxxxxxx
----------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., not in its individual
capacity but solely as Trustee
By: /s/Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
SUPPLEMENT TO HOME EQUITY LOAN SCHEDULE
See Tab __
SUBSEQUENT TRANSFER AGREEMENT
Subsequent Transfer Agreement, dated as of November 9, 2000,
among Asset Backed Securities Corporation, a Delaware corporation, as depositor
(the "Depositor"), Long Beach Mortgage Company, a Delaware corporation ("Long
Beach"), in its capacity as master servicer under the Pooling and Servicing
Agreement and Bankers Trust Company of California, N.A., as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Depositor, Long Beach and the Trustee are parties
to that certain pooling and servicing agreement dated as of August 1, 2000 (the
"Pooling and Servicing Agreement") relating to the Asset Backed Securities
Corporation Long Beach Home Equity Loan Trust 2000-LB1, Series 2000-LB1; and
WHEREAS, as contemplated in the Pooling and Servicing
Agreement, Long Beach desires to convey certain Subsequent Home Equity Loans (as
hereinafter defined) to the Depositor, and the Depositor desires to
simultaneously convey such Subsequent Home Equity Loans to the Trustee for the
benefit of the Certificateholders;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1.01. Defined Terms.
-------------
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Pooling and Servicing Agreement.
"Agreement" means this Subsequent Transfer Agreement and all
amendments hereof and supplements hereto.
"Cut-off Date" means, with respect to each of the Subsequent
Home Equity Loans, November 1, 2000.
"Subsequent Home Equity Loans" means the Home Equity Loans
identified on the Home Equity Loan Schedule specified in Section 1.02 hereof.
"Subsequent Transfer Date" means, with respect to this
Agreement, November 9, 2000.
Section 1.02. Home Equity Loan Schedule.
-------------------------
Annexed hereto is a supplement to the Home Equity Loan
Schedule of the Pooling and Servicing Agreement listing the Subsequent Home
Equity Loans to be conveyed by Long Beach to the Depositor and simultaneously by
the Depositor to the Trustee pursuant to the Pooling and Servicing Agreement and
this Agreement on the Subsequent Transfer Date.
Section 1.03. Conveyance of Subsequent Home Equity Loans by Long Beach.
--------------------------------------------------------
Subject to the conditions set forth in Section 1.05 and
Section 1.06 hereof, in consideration of the Trustee's delivery to or upon the
order of Long Beach of an amount equal to $70,507,090 (i.e., the aggregate
Cut-off Date Stated Principal Balance of the Subsequent Home Equity Loans), Long
Beach does hereby sell, transfer, assign and otherwise convey to the Depositor,
without recourse (subject to Long Beach's obligations hereunder) all of Long
Beach's right, title and interest in and to the Subsequent Home Equity Loans,
including all interest and principal received or receivable by Long Beach on or
with respect to each Subsequent Home Equity Loan after the Cut-off Date and all
interest and principal payments on each Subsequent Home Equity Loan received
prior to such Cut-off Date in respect of installments of interest and principal
due thereafter, but not including payments of principal and interest due and
payable on each Subsequent Home Equity Loan on or before the Cut-off Date, and
the Depositor simultaneously does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
each Subsequent Home Equity Loan, including all interest and principal received
or receivable by the Depositor on or with respect to each Subsequent Home Equity
Loan after the Cut-off Date and all interest and principal payments on each
Subsequent Home Equity Loan received prior to the Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on each Subsequent Home
Equity Loan on or before the Cut-off Date.
Section 1.04. Allocation of the Amounts to be Released from the
Pre-Funding Accounts.
-------------------------------------------------
Of the $70,507,090 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $70,507,090 (i.e., the aggregate Cut-off Date Principal Balance of the
Subsequent Home Equity Loans transferred to Loan Group 1 pursuant to this
Agreement) from the Group 1 Pre-Funding Account.
Of the $70,507,090 (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Home Equity Loans), released by the Trustee pursuant
to the terms of Section 1.03 hereof, the Trustee shall release an amount equal
to $0 (i.e., the aggregate Cut-off Date Principal Balance of the Subsequent Home
Equity Loans transferred to Loan Group 2 pursuant to this Agreement) from the
Group 2 Pre-Funding Account.
Section 1.05. Representations and Warranties of Long Beach.
--------------------------------------------
Long Beach does hereby reaffirm the representations and
warranties set forth in Section 2.05 of the Pooling and Servicing Agreement for
the benefit of the Depositor and the Trustee as purchasers hereunder are true
with respect to the Subsequent Home Equity Loans. Such representations and
warranties shall survive the sale, transfer and assignment of the Subsequent
Home Equity Loans to the Depositor and the simultaneous sale, transfer and
assignment of such Subsequent Home Equity Loans to the Trustee.
Section 1.06. Representations and Warranties of Depositor.
-------------------------------------------
The Depositor does hereby reaffirm the representations and
warranties set forth in Section 2.04 of the Pooling and Servicing Agreement for
the benefit of the Trustee as purchaser hereunder are true with respect to the
Subsequent Home Equity Loans. Such representations and warranties shall survive
the sale, transfer and assignment of the Subsequent Home Equity Loans to the
Trustee.
Section 1.07. Conditions Precedent.
--------------------
The obligation of the Trustee to acquire the Subsequent Home
Equity Loans hereunder is subject to the satisfaction, on or prior to the
Subsequent Transfer Date, of the conditions precedent identified in Section
2.11(b) of the Pooling and Servicing Agreement.
The Trustee shall not be required to investigate or otherwise
verify satisfaction of the conditions listed above, but shall be entitled to
conclusively rely upon Opinions of Counsel and Officer's Certificates confirming
such fulfillment.
Section 1.08. Reaffirmation of Agreement.
--------------------------
All terms, conditions and provisions of the Pooling and
Servicing Agreement are hereby reaffirmed and incorporated by reference by Long
Beach as to the Subsequent Home Equity Loans.
Section 1.09. Governing Law.
-------------
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
under this Agreement shall be determined in accordance with such laws; provided,
however, the immunities, authority and standard of care of the Trustee shall be
governed by the jurisdiction in which its Corporate Trust Office is located.
IN WITNESS WHEREOF, Long Beach, the Depositor and the Trustee
have caused this Agreement to be duly executed and delivered by their respective
duly authorized officers as of the day and the year first above written.
LONG BEACH MORTGAGE COMPANY,
as Seller
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
ASSET BACKED SECURITIES
CORPORATION,
as Depositor
By: /s/Xxxxxxx X'Xxxxxxxx
----------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., not in its individual
capacity but solely as Trustee
By: /s/Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
SUPPLEMENT TO HOME EQUITY LOAN SCHEDULE
See Tab __
