Exhibit 4.1
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OPTION ONE MORTGAGE ACCEPTANCE CORPORATION
OPTION ONE MORTGAGE LOAN TRUST 2000-4
ASSET-BACKED CERTIFICATES, SERIES 2000-4
AMENDMENT NO. 1
Amendment No. 1 (the "Amendment"), dated and effective as of
December 21, 2000, among Option One Mortgage Acceptance Corporation (the
"Depositor"), Option One Mortgage Corporation (the "Master Servicer") and Wells
Fargo Bank Minnesota, N.A. (the "Trustee"), of the Pooling and Servicing
Agreement relating to the above-captioned Series 2000-4 (the "Agreement"), dated
as of October 1, 2000, among the Depositor as depositor, the Master Servicer as
master servicer and the Trustee as trustee. Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Agreement.
1. AMENDMENT.
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In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Agreement as follows:
1. Article I of the Agreement is amended by adding the following
definitions:
"Indenture": Either (i) the indenture relating to the issuance
of the NIM Notes, dated December 21, 2000, among Option One
Mortgage Securities Corp. NIM Trust 2000- 6 as issuer and the
Trustee as indenture trustee or (ii) the indenture relating to
the issuance of the NIM Notes, dated December 21, 2000, among
Option One Mortgage Securities Corp. NIM Trust 2000-7 as
issuer, the Trustee as indenture trustee and First Union
National Bank as co-trustee.
"NIMs Insurer": Either (i) Radian Insurance Inc. ("Radian") or
(ii) R.V.I. Guaranty Co., Ltd. ("R.V.I."), or any successor
thereto that is guaranteeing certain payments under notes
issued by a trust, the principal assets of which include
percentage interests of the Class C Certificates, the Class P
Certificates and the Class R Certificates.
2. The fourth paragraph of Section 2.02 shall be deleted in its
entirety and replaced with the following:
If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred
to above, the Trustee (or the Custodian, as applicable) finds
any document or documents constituting a part of a Mortgage
File to be missing or defective in any material respect, at
the conclusion of its review the Trustee shall so notify the
Originator the Depositor, the NIMs Insurers and the Master
Servicer. In addition, upon the discovery by the Originator,
the Depositor, any NIMs Insurer or the Master Servicer (or
upon receipt by the Trustee of written notification of such
breach) of a breach of any of the representations and
warranties
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made by the Originator in the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely
affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to
the other parties to this Agreement.
3. Section 2.03(a) shall be deleted in its entirety and replaced
with the following:
(a) Upon discovery or receipt of written notice of any
materially defective document in, or that a document is
missing from, a Mortgage File or of the breach by the
Originator of any representation, warranty or covenant under
the Mortgage Loan Purchase Agreement in respect of any
Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall promptly notify the
Originator, the NIMs Insurers and the Master Servicer of such
defect, missing document or breach and request that the
Originator deliver such missing document or cure such defect
or breach within 90 days from the date the Originator was
notified of such missing document, defect or breach, and if
the Originator does not deliver such missing document or cure
such defect or breach in all material respects during such
period, the Trustee shall enforce the Originator's obligation
under the Mortgage Loan Purchase Agreement and cause the
Originator to repurchase such Mortgage Loan from the Trust
Fund at the Purchase Price on or prior to the Determination
Date following the expiration of such 90 day period (subject
to Section 2.03(e)); PROVIDED that, in connection with any
such breach that could not reasonably have been cured within
such 90 day period, if the Originator shall have commenced to
cure such breach within such 90 day period, the Originator
shall be permitted to proceed thereafter diligently and
expeditiously to cure the same within the additional period
provided under the Mortgage Loan Purchase Agreement. The
Purchase Price for the repurchased Mortgage Loan shall be
deposited in the Collection Account, and the Trustee, upon
receipt of written certification from the Master Servicer of
such deposit, shall release to the Originator the related
Mortgage File and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as
the Originator shall furnish to it and as shall be necessary
to vest in the Originator any Mortgage Loan released pursuant
hereto and the Trustee shall have no further responsibility
with regard to such Mortgage File (it being understood that
the Trustee shall have no responsibility for determining the
sufficiency of such assignment for its intended purpose). In
lieu of repurchasing any such Mortgage Loan as provided above,
the Originator may cause such Mortgage Loan to be removed from
the Trust Fund (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(d). It is understood and agreed that
the obligation of the Originator to cure or to repurchase (or
to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or
as to which such a breach has occurred and is continuing shall
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constitute the sole remedy against the Originator respecting
such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.
4. The first paragraph of Section 2.03(d) shall be deleted in its
entirety and replaced with the following:
(d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a)
must be effected prior to the last Business Day that is within
two years after the Closing Date. As to any Deleted Mortgage
Loan for which the Originator substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be
effected by the Originator delivering to the Trustee, for such
Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage and the Assignment to the Trustee, and such
other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01,
together with an Officers' Certificate providing that each
such Qualified Substitute Mortgage Loan satisfies the
definition thereof and specifying the Substitution Adjustment
(as described below), if any, in connection with such
substitution. The Trustee shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and, within ten
Business Days thereafter, shall review such documents as
specified in Section 2.02 and deliver to the Master Servicer
and the NIMs Insurers, with respect to such Qualified
Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit F-1, with
any applicable exceptions noted thereon. Within one year of
the date of substitution, the Trustee shall deliver to the
Master Servicer and the NIMs Insurers a certification
substantially in the form of Exhibit F-2 hereto with respect
to such Qualified Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of
substitution are not part of the Trust Fund and will be
retained by the Originator. For the month of substitution,
distributions to Certificateholders will reflect the
collections and recoveries in respect of such Deleted Mortgage
Loan in the Due Period preceding the month of substitution and
the Originator shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted
Mortgage Loan. The Originator shall give or cause to be given
written notice to the Certificateholders that such
substitution has taken place, shall amend the Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan
from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or Loans and shall deliver
a copy of such amended Mortgage Loan Schedule to the Trustee.
Upon such substitution by the Originator, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the
terms of this Agreement and the Mortgage Loan Purchase
Agreement, including all applicable representations and
warranties thereof included in the Mortgage Loan Purchase
Agreement as of the date of substitution.
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5. The third paragraph of Section 2.03(d) shall be deleted in its
entirety and replaced with the following:
In addition, the Originator shall obtain at its own expense
and deliver to the Trustee and the NIMs Insurers an Opinion of
Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(l) of the Code or on
"contributions after the startup date" under Section
860G(d)(l) of the Code or (b) any REMIC to fail to qualify as
a REMIC at any time that any Certificate is outstanding. If
such Opinion of Counsel can not be delivered, then such
substitution may only be effected at such time as the required
Opinion of Counsel can be given.
6. Section 2.03(e) shall be deleted in its entirety and replaced
with the following:
(e) Upon discovery by the Originator, the Master Servicer, any
NIMs Insurer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, the party discovering such
fact shall within two Business Days give written notice
thereof to the other parties. In connection therewith, the
Originator or the Depositor, as the case may be, shall
repurchase or, subject to the limitations set forth in Section
2.03(d), substitute one or more Qualified Substitute Mortgage
Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to
such affected Mortgage Loan. Such repurchase or substitution
shall be made (i) by the Originator if the affected Mortgage
Loan's status as a non-qualified mortgage is or results from a
breach of any representation, warranty or covenant made by the
Originator under the Mortgage Loan Purchase Agreement or (ii)
the Depositor, if the affected Mortgage Loan's status as a
non-qualified mortgage is a breach of any representation or
warranty of the Depositor set forth in Section 2.06, or if its
status as a non-qualified mortgage is a breach of no
representation or warranty. Any such repurchase or
substitution shall be made in the same manner as set forth in
Section 2.03(a), if made by the Originator, or Section
2.03(b), if made by the Depositor. The Trustee shall reconvey
to the Depositor or the Originator, as the case may be, the
Mortgage Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a
Mortgage Loan repurchased for breach of a representation or
warranty.
7. The second paragraph of Section 2.05 shall be deleted in its
entirety and replaced with the following:
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall
survive delivery of the Mortgage Files to the Trustee and
shall inure to the benefit of the Trustee, the Depositor and
the Certificateholders. Upon discovery by any of the
Depositor, the NIMs Insurers, the Master Servicer, the
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Originator or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan, Prepayment
Charge or the interests therein of the Certificateholders, the
party discovering such breach shall give prompt written notice
(but in no event later than two Business Days following such
discovery) to the Master Servicer, the Originator and the
Trustee. Notwithstanding the foregoing, within 90 days of the
earlier of discovery by the Master Servicer or receipt of
notice by the Master Servicer of the breach of the
representation or covenant of the Master Servicer set forth in
Sections 2.05(x) or 2.05(xi) above which materially and
adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge, the Master Servicer
shall remedy such breach as follows: (a) if the representation
made by the Master Servicer in Section 2.05(x) above is
breached and a Principal Prepayment has occurred in the
applicable Prepayment Period or if a change of law subsequent
to the Closing Date limits the enforceability of a Prepayment
Charge (other than in the circumstances provided in Section
2.05(x) above), the Master Servicer must pay the amount of the
scheduled Prepayment Charge, for the benefit of the Holders of
the Class P Certificates, by depositing such amount into the
Collection Account, net of any amount previously collected by
the Master Servicer and paid by the Master Servicer, for the
benefit of the Holders of the Class P Certificates, in respect
of such Prepayment Charge; and (b) if any of the covenants
made by the Master Servicer in Section 2.05(xi) above is
breached, the Master Servicer must pay the amount of such
waived Prepayment Charge, for the benefit of the holders of
the Class P Certificates, by depositing such amount into the
Collection Account. The foregoing shall not, however, limit
any remedies available to the Certificateholders, the
Depositor or the Trustee on behalf of the Certificateholders,
pursuant to the Mortgage Loan Purchase Agreement signed by the
Master Servicer in its capacity as Originator, respecting a
breach of the representations, warranties and covenants of the
Master Servicer in its capacity as Origiantor contained in the
Mortgage Loan Purchase Agreement.
8. The first paragraph of Section 3.02(a) shall be deleted in its
entirety and replaced with the following:
(a) The Master Servicer may enter into Sub-Servicing
Agreements with Sub- Servicers for the servicing and
administration of the Mortgage Loans; PROVIDED, HOWEVER, that
(i) such agreements would not result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of
Certificates and (ii) the NIMs Insurers shall have consented
to such Sub-Servicing Agreement. The Trustee is hereby
authorized to acknowledge, at the request of the Master
Servicer, any Sub- Servicing Agreement that meets the
requirements applicable to Sub-Servicing Agreements set forth
in this Agreement and that is otherwise permitted under this
Agreement.
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9. The paragraph of Section 3.07 shall be deleted in its entirety
and replaced with the following:
The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall
be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account.
Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period
of not greater than 180 days; PROVIDED, HOWEVER, that any
extension pursuant to clause (ii) above shall not affect the
amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below; provided
further that the NIMs Insurers' prior written consent shall be
required for any modification, waiver or amendment if the
aggregate number of outstanding Mortgage Loans which have been
modified, waived or amended exceeds 5% of the number of
Mortgage Loans as of the Cut-off Date. In the event of any
such arrangement pursuant to clause (ii) above, the Master
Servicer shall make timely advances on such Mortgage Loan
during such extension pursuant to Section 4.04 and in
accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that
any Mortgage Loan is in default or, in the judgment of the
Master Servicer, such default is reasonably foreseeable, the
Master Servicer, consistent with the standards set forth in
Section 3.01, may also waive, modify or vary any term of such
Mortgage Loan (including modifications that would change the
Mortgage Rate, forgive the payment of principal or interest or
extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the
Stated Principal Balance in final satisfaction of such
Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to
any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest,
postponements, or indulgences collectively referred to herein
as "forbearance"), PROVIDED, HOWEVER, that in no event shall
the Master Servicer grant any such forbearance (other than as
permitted by the second sentence of this Section) with respect
to any one Mortgage Loan more than once in any 12 month period
or more than three times over the life of such Mortgage Loan.
The Master Servicer's analysis supporting any forbearance and
the conclusion that any forbearance meets the standards of
Section 3.01 (including the standard that such forbearance
will maximize the timely and complete recovery of principal
and interest on the Mortgage Notes) shall be reflected in
writing in the Mortgage File.
10. The following paragraph shall be inserted after the first
paragraph of Section 3.16(b):
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Notwithstanding the foregoing, if such environmental audit
reveals, or if the Master Servicer has knowledge or notice,
that such Mortgaged Property contains such wastes or
substances or is within one mile of the site of such wastes or
substances, the Master Servicer shall not foreclose or accept
a deed in lieu of foreclosure without the prior written
consent of the NIMs Insurers.
11. The paragraph of Section 3.19 shall be deleted in its entirety
and replaced with the following:
Not later than twenty days after each Distribution Date, the
Master Servicer shall forward to the NIMs Insurers and, upon
request, to the Trustee and the Depositor the most current
available bank statement for the Collection Account. Copies of
such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee
as a prospective transferee of a Certificate, upon request at
the expense of the requesting party, provided such statement
is delivered by the Master Servicer to the Trustee.
12. The paragraph of Section 3.20 shall be deleted in its entirety
and replaced with the following:
The Master Servicer will deliver to the Trustee, the NIMs
Insurers and the Depositor not later than 90 days following
the end of the fiscal year of the Master Servicer (which, as
of the Closing Date, ends on the last day of April),
commencing in 2001, an Officers' Certificate stating, as to
each signatory thereof, that (i) a review of the activities of
the Master Servicer during the preceding year and of
performance under this Agreement has been made under such
officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the
Trustee to any Certificateholder and to any Person identified
to the Trustee as a prospective transferee of a Certificate,
upon request at the expense of the requesting party, provided
such statement is delivered by the Master Servicer to the
Trustee.
13. The paragraph of Section 3.21 shall be deleted in its entirety
and replaced with the following:
Not later than 90 days following the end of each fiscal year
of the Master Servicer, commencing in 2001, the Master
Servicer, at its expense, shall cause a nationally recognized
firm of independent certified public accountants to furnish to
the Master Servicer a report stating that (i) it has obtained
a letter of representation regarding certain matters from the
management of the Master Servicer which includes an assertion
that the Master Servicer has complied with certain minimum
residential
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mortgage loan servicing standards, identified in the Uniform
Single Attestation Program for Mortgage Bankers established by
the Mortgage Bankers Association of America, with respect to
the servicing of residential mortgage loans during the most
recently completed fiscal year and (ii) on the basis of an
examination conducted by such firm in accordance with
standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in
all material respects, subject to such exceptions and other
qualifications that may be appropriate.
In rendering its report such firm may rely, as to matters
relating to the direct servicing of residential mortgage loans
by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis
of examinations conducted in accordance with the same
standards (rendered within one year of such report) with
respect to those Sub-Servicers. Immediately upon receipt of
such report, the Master Servicer shall furnish copies of such
report to the Trustee, the NIMs Insurers and each Rating
Agency. Copies of such statement shall be provided by the
Trustee to any Certificateholder upon request at the Master
Servicer's expense, provided that such statement is delivered
by the Master Servicer to the Trustee.
14. Section 3.22(a) shall be deleted in its entirety and replaced
with the following:
(a) The Master Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking
or insurance regulatory authority that may exercise authority
over any Certificateholder, access to the documentation
regarding the Mortgage Loans required by applicable laws and
regulations. Such access shall be afforded without charge, but
only upon reasonable request and during normal business hours
at the offices of the Master Servicer designated by it. In
addition, access to the documentation regarding the Mortgage
Loans will be provided to any Certificateholder, the Trustee,
any NIMs Insurer and to any Person identified to the Master
Servicer as a prospective transferee of a Certificate, upon
reasonable request during normal business hours at the offices
of the Master Servicer designated by it at the expense of the
Person requesting such access.
15. Section 3.23(a) shall be deleted in its entirety and replaced
with the following:
(a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust
for the benefit of the Certificateholders. The Master
Servicer, on behalf of REMIC 1, shall either sell any REO
Property by the end of the third full taxable year after the
taxable year in which such REMIC acquires ownership of such
REO Property for purposes of Section 860G(a)(8) of the Code or
request from the Internal Revenue Service, no later than 60
days before the day on which the three-year grace period would
otherwise expire, an extension of such three- year period,
unless the Master Servicer shall have delivered to the Trustee
and the NIMs Insurers an Opinion of Counsel, addressed to the
Trustee, the NIMs Insurers and the Depositor, to the effect
that the holding by the REMIC of such REO Property subsequent
to three years after its acquisition will not result in the
imposition on the
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REMIC of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code, or cause any of the
REMICs created hereunder to fail to qualify as a REMIC under
Federal law at any time that any Certificates are outstanding.
The Master Servicer shall manage, conserve, protect and
operate each REO Property for the Certificateholders solely
for the purpose of its prompt disposition and sale in a manner
which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section
860G(a)(8) of the Code or result in the receipt by any of the
REMICs created hereunder of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the
Code, or any "net income from foreclosure property" which is
subject to taxation under the REMIC Provisions.
16. The first paragraph of Section 3.23(c) shall be deleted in its
entirety and replaced with the following:
(c) The Master Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection with
any REO Property as are consistent with the manner in which
the Master Servicer manages and operates similar property
owned by the Master Servicer or any of its Affiliates, all on
such terms and for such period as the Master Servicer deems to
be in the best interests of Certificateholders. In connection
therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account in which it customarily
deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after
the Master Servicer's receipt thereof, and shall thereafter
deposit in the REO Account, in no event more than two Business
Days after the Master Servicer's receipt thereof, all revenues
received by it with respect to an REO Property and shall
withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including,
without limitation:
(i) all insurance premiums due and payable in
respect of such REO Property;
(ii) all real estate taxes and assessments in
respect of such REO Property that may result
in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain
such REO Property.
To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes
set forth in clauses (i) through (iii) above with respect to
such REO Property, the Master Servicer shall advance from its
own funds such amount as is necessary for such purposes if,
but only if, the Master Servicer would make such advances if
the Master Servicer owned the REO Property
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and if in the Master Servicer's judgment, the payment of such
amounts will be recoverable from the rental or sale of the REO
Property.
Notwithstanding the foregoing, neither the Master
Servicer nor the Trustee shall:
(A) authorize the Trust Fund to enter into, renew or
extend any New Lease with respect to any REO
Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents
from Real Property;
(B) authorize any amount to be received or accrued
under any New Lease other than amounts that will
constitute Rents from Real Property;
(C) authorize any construction on any REO Property,
other than the completion of a building or other
improvement thereon, and then only if more than ten
percent of the construction of such building or other
improvement was completed before default on the
related Mortgage Loan became imminent, all within the
meaning of Section 856(e)(4)(B) of the Code; or
(D) authorize any Person to Directly Operate any REO
Property on any date more than 90 days after its date
of acquisition by the Trust Fund;
unless, in any such case, the Master Servicer has obtained an
Opinion of Counsel, provided to the Trustee and the NIMs
Insurers, to the effect that such action will not cause such
REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code at any
time that it is held by the REMIC, in which case the Master
Servicer may take such actions as are specified in such
Opinion of Counsel.
17. Section 4.03(c) shall be deleted in its entirety and replaced
with the following:
(c) On each Distribution Date, the Trustee shall forward to
the NIMs Insurers and the Class R Certificateholders a copy of
the reports forwarded to the Regular Certificateholders in
respect of such Distribution Date with such other information
as the Trustee deems necessary or appropriate.
18. Section 4.04(a) shall be deleted in its entirety and replaced
with the following:
(a) On the second Business Day following each Determination
Date but in no event later than the earlier of (i) such date
which would allow the trustee to submit a claim to the NIMs
Insurers under the applicable Indentures and (ii) the 21st day
of each month (or if such 21st day is not a Business Day, the
preceding Business Day), the Master Servicer shall deliver to
the Trustee and the NIMs Insurers by telecopy or electronic
mail (or by such other means as the Master Servicer and the
Trustee may
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agree from time to time) a Remittance Report with respect to
the related Distribution Date. Not later than the 21st day of
each month (or if such 21st day is not a Business Day, the
preceding Business Day), the Master Servicer shall deliver or
cause to be delivered to the Trustee in addition to the
information provided on the Remittance Report, such other
information reasonably available to it with respect to the
Mortgage Loans as the Trustee may reasonably require to
perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.03. The Trustee
shall not be responsible to recompute, recalculate or verify
any information provided to it by the Master Servicer.
19. The paragraph of Section 6.07 shall be deleted in its entirety
and replaced with the following:
The Master Servicer, in its capacity as Originator and Master
Servicer, shall afford the Trustee and any NIMs Insurer, upon
reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer in respect of its
rights and obligations hereunder and access to officers of the
Master Servicer responsible for such obligations. Upon
request, the Master Servicer shall furnish to the Trustee its
most recent publicly available financial statements and such
other information relating to its capacity to perform its
obligations under this Agreement.
20. Section 7.02(a) shall be deleted in its entirety and replaced
with the following:
(a) Within 90 days of the time the Master Servicer (and the
Trustee, if notice is sent by the Holders) receives a notice
of termination pursuant to Section 7.01 or 6.04, the Trustee
(or such other successor Master Servicer as is approved in
accordance with this Agreement) shall be the successor in all
respects to the Master Servicer in its capacity as servicer
under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto
placed on the Master Servicer by the terms and provisions
hereof arising on and after its succession. Notwithstanding
the foregoing, the parties hereto agree that the Trustee, in
its capacity as successor Master Servicer, immediately will
assume all of the obligations of the Master Servicer to make
advances. Notwithstanding the foregoing, the Trustee, in its
capacity as successor Master Servicer, shall not be
responsible for the lack of information and/or documents that
it cannot obtain through reasonable efforts. As compensation
therefor, the Trustee (or such other successor Master
Servicer) shall be entitled to such compensation as the Master
Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the
above, (i) if the Trustee is unwilling to act as successor
Master Servicer or (ii) if the Trustee is legally unable so to
act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, bank or other mortgage loan or home
equity loan servicer having a net worth of not less than
<PAGE>
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$50,000,000 and acceptable to each NIMs Insurer as the
successor to the Master Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder; PROVIDED, that
the appointment of any such successor Master Servicer will not
result in the qualification, reduction or withdrawal of the
ratings assigned to the Certificates by the Rating Agencies as
evidenced by a letter to such effect from the Rating Agencies.
Pending appointment of a successor to the Master Servicer
hereunder, unless the Trustee is prohibited by law from so
acting, the Trustee shall act in such capacity as hereinabove
provided.
In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of
payments on Mortgage Loans in an amount equal to the
compensation which the Master Servicer would otherwise have
received pursuant to Section 3.18 (or such other compensation
as the Trustee and such successor shall agree, not to exceed
the Servicing Fee). The appointment of a successor Master
Servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen under this Agreement
prior to its termination as Master Servicer to pay any
deductible under an insurance policy pursuant to Section 3.14
or to indemnify the Trustee pursuant to Section 3.06), nor
shall any successor Master Servicer be liable for any acts or
omissions of the predecessor Master Servicer or for any breach
by such Master Servicer of any of its representations or
warranties contained herein or in any related document or
agreement. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. All Servicing Transfer
Costs shall be paid by the predecessor Master Servicer upon
presentation of reasonable documentation of such costs, and if
such predecessor Master Servicer defaults in its obligation to
pay such costs, such costs shall be paid by the successor
Master Servicer or the Trustee (in which case the successor
Master Servicer or the Trustee, as applicable, shall be
entitled to reimbursement therefor from the assets of the
Trust).
21. Section 9.01(f) shall be deleted in its entirety and replaced
with the following:
(f) The Trustee, the Master Servicer and the Holders of
Certificates shall take any action or cause the REMIC to take
any action necessary to create or maintain the status of each
REMIC as a REMIC under the REMIC Provisions and shall assist
each other as necessary to create or maintain such status.
Neither the Trustee, the Master Servicer nor the Holder of any
Residual Certificate shall take any action, cause any REMIC
created hereunder to take any action or fail to take (or fail
to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could
(i) endanger the status of such REMIC as a REMIC or (ii)
result in the imposition of a tax upon such REMIC (including
but not limited to the tax on prohibited transactions as
defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless the
Trustee, the NIMs Insurers and the Master Servicer have
received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the
contemplated action will not endanger such
<PAGE>
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status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC created
hereunder or the assets therein, or causing such REMIC to take
any action, which is not expressly permitted under the terms
of this Agreement, any Holder of a Residual Certificate will
consult with the Trustee and the Master Servicer, or their
respective designees, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with
respect to any REMIC, and no such Person shall take any such
action or cause any REMIC to take any such action as to which
the Trustee or the Master Servicer has advised it in writing
that an Adverse REMIC Event could occur.
22. The paragraph of Section 9.02 shall be deleted in its entirety
and replaced with the following:
Neither the Depositor, the Master Servicer nor the Trustee
shall sell, dispose of, or substitute for any of the Mortgage
Loans, except in a disposition pursuant to (i) the foreclosure
of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC created hereunder pursuant
to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of
Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any
investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date,
unless it and the NIMs Insurers have received an Opinion of
Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition,
acquisition, substitution, or acceptance will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC
or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c)
result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions
of this Agreement) or (d) cause any REMIC created hereunder to
be subject to a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.
23. The paragraph of Section 11.05 shall be deleted in its
entirety and replaced with the following:
All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if
personally delivered at or mailed by first class mail, postage
prepaid, by facsimile or by express delivery service, to (a)
in the case of the Originator and/or Master Servicer, Option
One Mortgage Corporation, 3 Ada, Irvine, California 92618,
Attention: William O'Neill, or such other address or telecopy
number as may hereafter be furnished to the Depositor, the
NIMs Insurers and the Trustee in writing by the Master
Servicer, (b) in the case of the Trustee, Wells Fargo Bank
Minnesota, N.A., 11000 Broken Land Parkway, Columbia, Maryland
21044, Attention: Option One Mortgage Loan Trust Series
2000-4, with
<PAGE>
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a copy to Wells Fargo Bank Minnesota, N.A., Sixth and
Marquette, Minneapolis, Minnesota 55479, Attention: Option One
Series 2000-4, or such other address or telecopy number as may
hereafter be furnished to the Depositor, the NIMs Insurers and
the Master Servicer in writing by the Trustee, (c) in the case
of the Depositor, Option One Mortgage Acceptance Corporation,
3 Ada, Irvine, California 92618, Attention: William O'Neill,
or such other address or telecopy number as may be furnished
to the Master Servicer, the NIMs Insurers and the Trustee in
writing by the Depositor, (d) in the case of Radian, Radian
Insurance Inc., 1601 Market Street, Philadelphia, Pennsylvania
19103, Attention: General Counsel, or such other address or
telecopy number as may hereafter be furnished to the
Depositor, the Trustee, and the Master Servicer in writing by
Radian and (e) in the case of R.V.I., R.V.I. Guaranty Co.,
Ltd., 20 Reid Street, 3rd Floor, Williams House, Hamilton HM
HX Bermuda, Attention: Adrienne Hintz, or such other address
or telecopy number as may hereafter be furnished to the
Depositor, the Trustee and the Master Servicer in writing by
R.V.I. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the
Certificate Register. Notice of any Master Servicer Default
shall be given by telecopy and by certified mail. Any notice
so mailed within the time prescribed in this Agreement shall
be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice.
A copy of any notice required to be telecopied hereunder shall
also be mailed to the appropriate party in the manner set
forth above.
24. The following Section 11.10 shall be inserted:
Section 11.10 Third Party Rights.
------------------
Each NIMs Insurer shall be deemed a third-party beneficiary of
this Agreement to the extent of the rights provided to it in
this Agreement, as if it were a party hereto, and shall have
the right to enforce this Agreement to such extent as if it
were a party hereto.
25. Section 11.10 shall now be labeled as Section 11.11.
26. Section 11.11 shall now be labeled as Section 11.12.
27. Section 11.12 shall now be labeled as Section 11.13.
2. COUNTERPARTS.
------------
This Amendment may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
<PAGE>
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3. GOVERNING LAW.
-------------
This Amendment 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.
4. SEVERABILITY OF PROVISIONS.
--------------------------
If any one or more of the covenants, agreements, provisions or
terms of this Amendment for any reason whatsoever shall be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions of
this Amendment.
5. SUCCESSORS AND ASSIGNS.
----------------------
The provisions of this Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders.
6. ARTICLE AND SECTION HEADINGS.
----------------------------
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
OPTION ONE MORTGAGE
ACCEPTANCE
CORPORATION, as Depositor
By: /s/ David S. Wells
----------------------------
Name: David S. Wells
Title: Assistant Secretary
OPTION ONE MORTGAGE
CORPORATION, as Master Servicer
By: /s/ Rod Colombi
----------------------------
Name: Rod Colombi
Title: Vice President
WELLS FARGO BANK MINNESOTA,
N.A., as Trustee
By: /s/ Amy Doyle
----------------------------
Name: Amy Doyle
Title: Assistant Vice President
