Exhibit 4.2
<PAGE>
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated November 30,
2000 (the "Instrument"), between Option One Mortgage Acceptance Corporation as
seller (the "Depositor"), and Wells Fargo Bank Minnesota, National Association
as trustee of the Option One Mortgage Loan Trust 2000-4 Asset-Backed
Certificates, Series 2000-4, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2000 (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 (i) the Subsequent
Mortgage Loan Purchase Agreement, dated November 30, 2000, among Option One
Option One Owner Trust 2000-3, as seller, Option One Mortgage Corporation
("Option One") and the Depositor (the "Purchase Agreements") and (ii) the
Subsequent Mortgage Loan Purchase Agreement, dated November 30, 2000 between
Option One and the Depositor (the "Option One Purchase Agreement"), 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.
<PAGE>
(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.
<PAGE>
OPTION ONE MORTGAGE ACCEPTANCE
CORPORATION
By:
---------------------------
Name: William L. O'Neill
Title: Treasurer
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee for Option One
Mortgage Loan Trust 2000-4,
Asset-Backed Certificates,
Series 2000-4
By:
--------------------------
Name:
Title:
Attachments
-----------
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
<PAGE>
ATTACHMENT A
------------
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: November 1, 2000
2. Subsequent Transfer Date: November 30, 2000
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$19,346,344.29
4. Purchase Price: 100.00%
B. The following representations and warranties with respect to each
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 related 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 6 months; (vi) such Subsequent Mortgage Loan, if a
Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than
7.000% or greater than 16.000%; (vii) such Subsequent Mortgage Loan shall have
been serviced by the Master Servicer since origination or the date of purchase;
(viii) such Subsequent Mortgage Loan must have a first payment date occurring on
or before January 1, 2001; (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%; (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 12.500%; (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 6.500%; (xii) the Mortgage Loan shall have a minimum credit
score of 500 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 Prospectus Supplement.
C. Following the purchase of any Subsequent Mortgage Loan by the Trust,
the Mortgage Loans (including such Subsequent Mortgage Loans) will as of the
Subsequent Cut-off Date: (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 10.000% and not more than 10.750%; (iii) have a weighted
average Loan-to-Value Ratio of not more than 78.00%; (iv) have no Mortgage Loan
with a principal balance in excess of $1,000,000; (v) will consist of Mortgage
Loans covered by the PMI Policy representing no less than 70.00% of the
aggregate Principal Balance thereof and (vi) have no more than 20.00% of Fixed
Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of
the Subsequent Cut-off Date. In addition, the Adjustable Rate Mortgage Loans
will as of the Subsequent Cut-off Date have a weighted average Gross Margin not
less than 5.000% by aggregate principal balance of the Adjustable Rate Mortgage
Loans as of the Subsequent Cut-off Date.
<PAGE>
D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by either Rating Agency if the inclusion of any such Subsequent
Mortgage Loan would adversely affect the ratings of any Class of Certificates.
<PAGE>
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 21,
2000 (the "Instrument"), between Option One Mortgage Acceptance Corporation as
seller (the "Depositor"), and Wells Fargo Bank Minnesota, National Association
as trustee of the Option One Mortgage Loan Trust 2000-4 Asset-Backed
Certificates, Series 2000-4, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2000 (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 (i) the Subsequent
Mortgage Loan Purchase Agreement, dated December 21, 2000, among Option One
Owner Trust 2000-2 and Option One Owner Trust 2000-3, as applicable, as sellers,
Option One Mortgage Corporation ("Option One") and the Depositor (the "Purchase
Agreements") and (ii) the Subsequent Mortgage Loan Purchase Agreement, dated
December 21, 2000 between Option One and the Depositor (the "Option One Purchase
Agreement"), to the extent of the Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
<PAGE>
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.
<PAGE>
OPTION ONE MORTGAGE ACCEPTANCE
CORPORATION
By: /s/ David S. Wells
-----------------------------------
Name: David S. Wells
Title: Assistant Secretary
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee for Option One Mortgage Loan
Trust 2000-4, Asset-Backed Certificates,
Series 2000-4
By: /s/ Peter J. Masterman
-----------------------------------
Name: Peter J. Masterman
Title: Vice President
Attachments
-----------
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
<PAGE>
ATTACHMENT A
------------
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: December 1, 2000
2. Subsequent Transfer Date: December 21, 2000
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date:
$4,810,045.29
4. Purchase Price: 100.00%
B. The following representations and warranties with respect to each
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 related 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 6 months; (vi) such Subsequent Mortgage Loan, if a
Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than
7.000% or greater than 16.000%; (vii) such Subsequent Mortgage Loan shall have
been serviced by the Master Servicer since origination or the date of purchase;
(viii) such Subsequent Mortgage Loan must have a first payment date occurring on
or before January 1, 2001; (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%; (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 12.500%; (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 6.500%; (xii) the Mortgage Loan shall have a minimum credit
score of 500 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 Prospectus Supplement.
C. Following the purchase of any Subsequent Mortgage Loan by the Trust,
the Mortgage Loans (including such Subsequent Mortgage Loans) will as of the
Subsequent Cut-off Date: (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 10.000% and not more than 10.750%; (iii) have a weighted
average Loan-to-Value Ratio of not more than 78.00%; (iv) have no Mortgage Loan
with a principal balance in excess of $1,000,000; (v) will consist of Mortgage
Loans covered by the PMI Policy representing no less than 70.00% of the
aggregate Principal Balance thereof and (vi) have no more than 20.00% of Fixed
Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of
the Subsequent Cut-off Date. In addition, the Adjustable Rate Mortgage Loans
will as of the Subsequent Cut-off Date have a weighted average Gross Margin not
less than 5.000% by aggregate principal balance of the Adjustable Rate Mortgage
Loans as of the Subsequent Cut-off Date.
<PAGE>
D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by either Rating Agency if the inclusion of any such Subsequent
Mortgage Loan would adversely affect the ratings of any Class of Certificates.
